


My Little Tony

by RainbowBridge27



Category: Marvel, Marvel Cinematic Universe, Spider-Man - All Media Types, Spider-Man: Homecoming (2017), The Amazing Spider-Man (Movies - Webb), The Avengers (Marvel Movies), peter is 18 - Fandom
Genre: 69 (Sex Position), Eventual Smut, First Kiss, Fluff, Hand Jobs, Hurt/Comfort, M/M, Oral Sex, Sleepy Cuddles, Young Tony Stark, all characters are 18+
Language: English
Status: Completed
Published: 2018-10-22
Updated: 2019-08-05
Packaged: 2019-08-05 17:29:47
Rating: Mature
Warnings: No Archive Warnings Apply
Chapters: 15
Words: 19,369
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/16371974
Author URL: https://archiveofourown.org/users/RainbowBridge27/pseuds/RainbowBridge27
Summary: Tony Stark's Binary Augmented Retro-Framing project becomes a sentient being. A live, warm, teenage version of Tony Stark to make Peter drool.





	1. Just My Size

The days had been peaceful for the Avengers in the time since Thanos. The team seemed to spend most of their time, these days, on training and meetings.  
And more training and meetings.  
Meetings about training.   
Training about meetings.

Today the meeting was about to get interrupted by something none of the Avengers had trained for.

Dr. Banner was directing the team on proper body substance isolation when dealing with blood-borne pathogens. The team dealt with a lot of blood. It only made sense that they learn how to properly disinfect equipment.

  
“You see, team, proper standard precaution is to treat all blood as though it may contain pathogens, toxic substances, parasitic robots, extraterrestrial properties-“

“Sir! Doctor!” Peter almost jumped out of his chair. He was wearing his characteristic Spider-Man suit from the neck down so that Tony could show off its self-cleaning properties. Basically, if need be, the suit could become its own autoclave. “I’m sorry to cut you off, Dr. B, but my…senses are…telling me something is wrong! Very wrong!”

“Do you mean to say that…your ‘spider senses are tingling?’” Tony jested causing raucous laughter from the whole group.

“Mr. Stark! It’s your lab! Something or someone is in your lab RIGHT NOW!”

“My lab you say? Okay Parker, now you have my attention. Is this just a robot that’s gone haywire or…some evil being we should all form against?”

“Um…not sure. Could be one or the other…or both!”

“Oh, Peter. I had no idea you suffered anxiety this badly. I feel for you kid.” Dr. Banner was genuinely concerned.

“Alright, Tones. Maybe it’s nothing. Maybe it’s something. I say we check it out. I’ll go with you. I could use a little break, anyway.” Rhodey yawned and stretched.

“I’ll go as well. Some of Tony’s lab experiments are a little…unsettling. This may be serious.” Steve added.

“Oh, so all of the sudden my lab is what’s suspicious. Not fair!”

Steve gripped Peter by the shoulder. “Peter, can you lead us to the area that has your senses…reacting?”

Peter nodded and started towards Tony’s area of the compound.

“I guess…you four may be dismissed. Wash your hands is the main takeaway from my training here…” Bruce trailed on. The four Avengers stormed to the entrance of Tony’s lab.

 

“Wait! Wait! Guys, this is my lab. My most precious works are in here! We don’t know what’s in here so please be careful!”

“You’re right, Mr. Stark! We don’t know what this thing could be! We need to keep a safe distance! I’m backing up.” Spiderman jumped back about 100 feet, but the others didn’t follow.

Tony creaked the door open. It was dark inside.

Unlike every horror movie ever, Tony turned on the lights. The gang saw in clear view the profile of a young man.

Wearing…

 

A Santa hat?

“Hey, Punk! This area is secured so grab your doobies and cheese it!” Rhodey sounded like the voice of authority in every 80s teen movie ever.

“Young man, whatever it is you want, you won’t find it here, unless it’s a fight,” Steve added.

The young man turned to the 3 revealing himself, Spiderman still trailing behind.

The man looked peculiarly familiar…

“Oh…what?!” Rhodey was perplexed by the familiar brown-eyed teen.

“Ha! You guys can, like, take a chill pill, okay? I’m the creator’s son? Ever heard of me? I have every right to be here. Actually, I’d like to know who YOU are!” The young man bore an uncanny, if not kind of creepy, resemblance to…

“I’m Tony Stark, you little prick! This is MY lab and, as far as I know, I HAVE no children so Am-scray!”

“Uh…Tony…” Rhodey was uncomfortable.

“Did you really just say that YOU are Tony Stark? What, are you me from an alternate reality where I become old and totally LAME!”

“Oh God, No.” Steve rolled his eyes.

Tony blinked. He rubbed his eyes. He closed the distance between himself and…

Himself.

Could it be? Tony had once made a replica of his former self from memory. And now it appeared that memory was talking and breathing in his lab.

“Oh no…guys. My Binary Augmented Retroframing project…”

“BARF? Seriously?!” The displaced teen replica spat.

“I thought YOU were immature, Tony! This is just…! I don’t even know what to say! I’m at a loss!” Rhodey rubbed his forehead.

“Unfortunately, I know what the kid is going through. He has just woken up in an unfamiliar time. And he may not know where his friends and loved ones are. Tony, he doesn’t know about the accident.” Steve whispered, showing a little compassion.

Just then Peter finally entered,

“You guys!! I thought we were keeping a safe distance! Close in on the threat! I was…” Peter laid eyes on what appeared to be…

The teenage version of

Tony Stark.

With deep brown eyes and ruffled brown hair, teenage Tony was stunning.

And Peter was stunned.

Peter was caught in a daze. This was unreal. This had to be some sort of out of body experience. Some kind of dream.

“Hi. I’m Peter.” The Spiderman drooled in a monotone admission.

Teenage Tony laughed. “A proper greeting! Finally! Hi there, I’m Tony Stark. HOWARD STARK’S son, and child prodigy! A pleasure to meet your….acquaintance?”

Peter hadn’t moved.

Peter hadn’t blinked.

The real Tony Stark let out a deep sigh.

“Ugh, guys. Somehow my Augmented Reality memory has turned into a tangible being…I apologize. This must be awkward for all of you as this is positively MORTIFYING for me…”

“I don’t mind at all,” Peter whispered. Still lost in Teenage Tony’s brown eyes. His lips started to curl into a smile. He couldn’t take his eyes of young Tony.

“Well, what ARE we going to do, Tony? Where are we going to put this kid? And…do we spare him the bad news?” Rhodey was deeply concerned.

“I don’t know! I have to admit, part of me is in LOVE with the idea of having 2 of me! I started programming at the age of 5. 19-year-old me is every bit of a genius as I am and probably more spry and flexible.”

Peter swallowed hard at the thought.

Rhodey closed in on Tony to whisper in his ear, “There is another concern here. We’re talking about YOU. Teenage Tony full of teenage hormones. Is that something you want to deal with? Just look!”

Tony saw that his young replica was now standing in front of Peter who was still obviously stunned.

“Why are you dressed like a gymnast?” The young Tony fondled Peter’s chest to inspect the suit. Peter was startled, to say the least.

“Your hands are warm!” Peter gasped, almost backing away from the touch but staying put. Slightly leaning into it…

Rhodey and Steve kept their voices down while conferencing with Tony.

“I think Pete’s got the hots for ‘Just my Size’ Tony over there.”

“Yeah. I see that. How could I not see that?!” Tony was still in shock over the living memory of himself.

“This could be trouble if Teenage Mutant Ninja Tony is half as…promiscuous as I dare to think.”

“That might not be such a bad thing.” Steve shrugged.

“Seriously, Steve? You? You don’t see an ethical problem there?”

“It’s problematic, sure, but Peter doesn’t get to hang out with many kids his age and we are responsible for that. The other Tony appears, to have real emotions. He’s in for a world of hurt. I’ve been there. The two could use each other.”

“Use each other?!” Tony and Rhodey said in unison

“Poor choice of wording! Apologies. Just until we figure out what to do. Let’s keep him distracted. Tony, what do you think?”

Tony sighed. “Guys this isn’t just me. This is me on the day that my parents died. And if there’s any chance that thing has emotions, finding out will wreck him. It did for me. I’m okay with sparing him the details. And if he and Pete hit it off who cares. Good for them. I don’t mind. I don’t think they’ll get too far before we figure out what to do anyway.”

“That’s the plan then. Peter, we need to talk to you, son.” Turning away from Tony seemed physically painful for Peter, but he reported to Steve as ordered. “Yes? I was just…I was just… Did you know his hands are warm? They feel real too! Like really really real.” Peter gasped.

Tony placed his hands on Peter’s shoulders. “Yeah Bud, here’s the deal. Us three are going to try to figure out what to do with…me. Teenage memory reenactment of me. But, here’s the serious part, he doesn’t know that he’s an orphan. It seems like he has emotions and we want to spare those. In the meantime, can you keep him entertained?”

Peter nodded but seemed nervous.

“What-What do you want me to do with him?” Peter’s innocence reassured them.

“I don’t know. Watch movies? Order pizza? Just keep him from finding out anything too damaging. Okay?”

“Okay! Wait, what kind of pizza does he like? What kind of movies does he like?!” Peter was shook.

“Relax! Just ask him. Take him to your room and keep him from finding out anything sad that’s happened. Listen, Peter. The teenage version of me obviously doesn’t know that my parents were killed. When I found out I was torn apart. Can you keep that from happening to Freaky Friday over there?”

“Oh wow, Mr. Stark! That is sad. I’ll do my best. I’ll take good care of you…I mean of him! I’ll take good care of him.”

“I’m sure you will,” Rhodey said under his breath.

“Hey, um, Tony? Tony Stark? What kind of movies do you like? I’ll take you somewhere away from all of this.”

“Sure thing.” Thankfully Teenage Tony was willing to follow Peter to his bedroom. What could possibly go wrong?


	2. Teenage Wasteland

How was this going to work?

Tony Stark and Captain America were trusting Peter to take care of the real-life teenage replica of Tony.  
Peter was always happy to help but in this case, Peter was more than happy to help.  
Like, way more than happy.

You see, Peter had a crush on Tony Stark that was oh so less than secret.  
And here he was, face to face with the teenage version of his crush.

And he was tasked with preventing the teen from finding out about any family tragedies.  
Peter had never been very good at keeping secrets. And he was deeply worried that he might say the wrong thing, either to sadden Teenage-Tony…or to make things weird.

“You’re a dream come true.” Peter mouthed the words without making a sound. Could he risk spilling his feelings? The replica wasn’t real, after all. Soon Tony, Steve, and Rhodey would figure out how to make him disappear. In the meantime, Peter was in charge of ‘entertaining’ the young man.

“So, what kind of movies do you like…Tony?” Saying the first name of his mentor sounded wrong. But the real Mr. Stark wasn’t here. Just the replica.  
Not real.  
But warm and very realistic.

“I don’t know, I mean I like artistic films I guess. I also like action. And comedy.”

“Oh me too! All the best genres!” Peter gushed. “Um…are you hungry, Tony?” Peter repeated the name hoping it would become less awkward the more he said it. “We can get…pizza? If you like? Do you like pizza?” Peter felt like he was tasked to walk a minefield. He knew the real Tony Stark was on a diet. And teenage Tony looked incredibly fit. Was this teenage metabolism? Or would Peter sound like a dweeb for suggesting such a carb-heavy snack?

“Um…yeah? Of course, I like pizza! Where are you from, Kid?”  
Great. Even teenage Tony saw Peter as a “kid.”

Peter used his smartphone app to order pizza.

“Whoa! What is that?”

“This? This is a phone. I just have to touch the screen to hit the buttons.”

“Killer! What other cool technology exists that I don’t know about.”

“Well, you asked about my suit before. You know you actually made this. It’s armor and it has different attack features.”

“Whoa! Seriously?” Tony startled Peter by grabbing both of his arms and pulling him closer. “Do you, like, fight crime in this? Are you fighting crime now?” Tony’s hands explored Peter’s suit from his arms to his shoulders to his chest. Peter tried to control his breathing to hide his excitement.

“There are other features too! Before you came, we were in a lesson about bloodborne pathogens. You actually put sterilizing features in the suit and wanted to show off.”

“Okay, those words make sense, but that still sounds unfamiliar. What are you talking about?”

“Oh! You’re from the 80s. That’s right. Well, basically some diseases are spread through blood and so today people wear protection.”

“Man! I am so freaking smart! I made this?!” Tony tapped the spider in the center of Peter’s chest.

“That’s Drony.” Peter made the spider drone fly around in a circle.

“That’s amazing! I kinda want to try it on. Can I?”

“Well…you did make it after all. Sure. Sure you can wear the suit.” Peter loosened the suit, and shyly removed it. Peter felt exposed only wearing his boxers, but Tony was too busy undressing himself to notice.

He threw off his Mr. Softee shirt and dropped his sweatpants. Peter did his best not to stare as Tony stepped into the spider suit.

“Here. Let me help.” Once the suit was on, Peter activated the seal causing it to shrink to a form-fitting suit again.

Tony looked down at himself then slowly back up to see Peter as if for the first time.

“Wow! You are incredibly fit! Did I do that too? Did I inject you with super serum or something?” Peter could certainly appreciate the way Teenage Tony looked in the spider suit. It was so tight, so flattering. Peter had a smile from ear to ear that he couldn’t shake. To make matters worse, Tony again grabbed Peter’s arm to inspect his biceps. “Um…no. Actually, a Spider did this to me. That’s why there’s a spider on the suit. But you DID make an incredible suit for yourself! And you’ve saved the world a few times! I helped a few times.”

“Wow. And my old man doesn’t think I’ll ever amount to anything.”  
Uh oh.

Peter’s job was to prevent Teenage Tony from finding out his parents have died.  
“Well….um…” Peter desperately wanted to change the subject. “You are the most famous man right now. Definitely very accomplished and a billionaire! Tons of…girlfriends too."

Tony just nodded at the girlfriend remark appearing serious.

“That’s what I was wondering. I guess Pops was right. Maybe it IS just a phase.”

“What…kind of phase?” Peter used a blanket to cover himself as he sat on the edge of his bed.

“Nothing, Kid. Forget I said anything.”

“You know, Tony, I actually really look up to you...in this universe. Nothing you could say would ever make feel any less for you.”

With that the teenage version of Tony sat next to Peter on the edge of the bed, still looking amazing in the tight SpiderSuit.

“Promise you won’t tell?”

“I promise.” Peter nodded. Tony was serious.

“I kinda like…guys. More than girls. My dad thinks is just some form of teenage rebellion. And maybe it is…”  
Tony’s admission floored Peter.

“That’s okay. It’s okay! In fact, that kind of thing is pretty accepted here in New York.” Peter attempted to make his answer more reassuring to hide the fact that he was ecstatic to hear this.  
But Tony’s brown eyes looked down and were full of sadness like he regretted admitting this or that he was still ashamed. “It’s nothing to worry about. In fact, if it makes you feel any better, I feel that way too.”

“Really? You don’t get all the chicks with those huge biceps?” Tony pulled back Peter’s blanket and ran his hand along Peter’s arm again. Peter laughed awkwardly and rubbed the back of his neck.

“Not really, I’m always with you and those other guys. Not a lot of time for dating. Besides, who I really like is…you. The adult you.” Peter blushed.

“Ha! Nice! I’m still breaking hearts in my late 30s!”

“Closer to 50 actually.”

“Even better!” Peter was relieved to hear that young Tony was cool about his crush.“Have you ever made a move on me? Told me how you felt?”

“What?! No! Oh no! That would make things awkward, and you can get anyone you want!”

“Sure. Sure, that’s true, but you’re really fit. And you’re nice. I took the time to make you an amazing suit apparently. Why not just jump me and kiss me.”

“I want to.”

“Go for it!”

“No, you. I want to kiss you, Tony.”

“You promise my dad won’t out?”

“I promise.”

"Then go for it!"

With his permission, Peter leaned in and pressed his lips against Tony's. His lips felt warm and soft.

"You feel so real!” Peter whispered before kissing Tony again.

“You feel pretty real yourself!” Tony kissed Peter a warm, wet kiss exploring the other teen's mouth.


	3. Action and Movies

“What do you think they’re doing up there?” Rhodey had his arms crossed.

“Oh, I don’t want to know. Don’t want to think about THAT.” Tony was flipping through projected computer screens trying to find the way to delete his living teenage self.

“There are two options. Either nothing is happening between Teenage Tony and our good friend Peter, or…something IS happening, which we agree, none of us wants to picture. Also, we should respect Peter’s privacy.” Steve was ever the voice of reason.

“Yeah, sure! This is totally fine,” Rhodey was sarcastic, “Hey Tony, instead of erasing our Black Mirror clone, why not make more! I can still remember my college girlfriend. Can you bring her to life too?”

Steve looked hurt.  
“Let’s just fix this.”

“Sorry, Cap’ I guess that was a little insensitive.”

“No kidding, Rhodey! Cap’ almost beat me to death over one of his time travel buddies!”

“I care about all of my friends. You guys too. Waking up from the ice to find out that everyone was gone was a feeling that I don’t want Tony or anyone else to have to live through. Ever."

“Yeah, but, aren’t we worried about Peter?”

“What is there to worry about? What are you implying?” Tony stared daggers at Rhodey.

“Easy, Tone! You don’t think he’ll break Peter’s heart? Or worse…?”

“Well, definitely not ‘or worse!’ Guys, I may have been a little…explorative back then, but I never HURT anybody! And…” Tony stopped. “Cap’s right. Let’s just fix this.” Tony continued to look through screens.

 

Meanwhile, things were heating up in Peter’s room as Teenage Tony straddled Peter’s lap as the two kissed. Peter opened slightly allowing Tony to explore Peter’s mouth with his tongue. Peter moaned. To the inexperienced teen, just kissing the other young man was hot and a little dangerous. This wasn’t any other teen, this was Tony Stark, Peter’s longtime crush. He leaned back on the bed as Tony then drew Peter’s tongue past his lips. Peter wrapped his arms around Tony feeling the back of the spider suit.

“You look AMAZING in the suit, Tony!”

“Yeah? You think so? You’re the one who looks amazing.” Tony caressed Peter’s chest to his chiseled abs. “Is it okay if I touch you like this?” Tony traced little circles with his fingertips over Peter's navel.

"Yeah. I like it." Peter relaxed enjoying Tony's caresses until he found a sensitive spot “Hey! That tickles!”

“Oh does it? I’m sorry!” Tony laughed sarcastically as he used both hands to tickle Peter causing him to explode with laughter.  
Peter used his fingertips on Tony’s stomach but the SpiderSuit prevented Tony from feeling anything.

“I can’t feel you in this.”

Peter wanted to suggest that he take the suit off, but the doorbell rang before he could get the words out.

“The pizza is here! Um…I can’t go to the door like this.” Peter was only wearing boxers.

“I’ll get it.” Tony kissed Peter’s forehead before hopping off of the bed and rushing to the door.

The pizza delivery guy was confused. He studied the SpiderSuit with Tony in it for a long time.  
“Whoa! Peter! You look…different.”

“I’m not Peter, I’m Tony Stark!”  
The pizza guy’s expression was shocked.

“Tony Stark?! Wow, man! You look so much YOUNGER without the goatee! Anyway here’s your pizza!” And he turned and left.

 

The movie Point Break showed on Peter’s television. Tony cuddled up next to his new friend on the bed as they ate.

“Adult-You really loves this movie! We have a friend who looks like the lead actor.”

“Wow! This movie is so futuristic! This is how movies are in this time?!”

“Well…no, this is from 1991. We can watch Avatar next! Prepare to have your mind blown!”

After finishing their food Tony wrapped his arm around Peter’s shoulder as they watched the action movie.

“This is nice.” Tony smiled.

“Yeah! It’s a pretty good movie!” Peter was oblivious.

“No! I mean, you. Thanks for looking after me and you even let me wear your cool suit! I’d like to take it off now though. If that’s okay…?”  
Peter nodded enthusiastically. He tenderly pressed the button to loosen the suit and Tony teasingly stripped it off before returning to Peter’s side on the bed.

“Are you warm enough?” Peter placed the blanket over the two of them. It felt good to share warmth with his new friend.  
Tony pulled Peter into him. Chest to chest. Skin on skin. Peter smiled enjoying the embrace and kissed Tony passionately with tongue.

Peter explored Tony’s body. He started with Tony’s back and slowly lowered his hands to the top of Tony’s buttocks.

“Let me know if you need anything, Tony. You might…have to stay the night.”

“Oh, I don’t mind at all.”


	4. Future Movies and Chill

It was after 8 pm. Avatar played in the background. It blew 80s Tony’s mind, sure, but at that moment, it was Peter that was blowing his mind. The two were only in their boxers, snuggling and kissing under the covers.  
Teen Tony couldn’t keep his hands off of Peter. He was impressed with his strong muscles complimented by his soft curly hair. With one hand Tony wrapped his fingers in Pete’s hair and cradled his head as his other arm wrapped around Peter’s waist holding him close, tight, and secure. Peter had both hands on the small of Tony’s back too shy to touch anything else.  
Tony reached down and grabbed Peter’s thigh above the back of the knee pulling his leg around his waist.  
This was really close. Like, REALLY close. Peter started breathing heavily.  
Tony noticed.

“Hey, Pete, is this okay? We can cool it a little.”

“No! I like it. I really want to touch you too, Tony. I’m just, um, a little nervous. It’s my first time.”

“Wow! I feel privileged. But, seriously, I’ll chill for a second. Why don’t you tell me what you want? You said you’ve had a crush on me for a long time. Well, what did you fantasize about?”

“Oh!” Peter blushed and laughed nervously. “This, for one. Just holding you, kissing you, seeing you and touching you all over.” Peter squeezed Tony a little tighter. “Um…I always pictured you in your lab. And you’d be tired like you ALWAYS are! Oh man! It’s a real problem! You get so worked up that you spend days without eating or sleeping which makes you kind of cranky and ridiculous! But it’s cute. Like, it’s so YOU! But, you, you’re a little more ‘chill’ and cool. You actually eat pizza and have enough time to watch a movie with me.”  
Peter pressed a warm kiss into Tony’s lips.

“I always fantasized about going into your lab and rescuing you from your work. Carrying your tired body into your bed. Undressing you to get you ready for sleep, but you have just one shred of energy left which you use to kiss me.”

“What happens then? After the kiss?” Tony pulled Peter’s hand to his lips and kissed it.

Peter smiled and closed his eyes picturing it.

“Can I show you?”

“Okay! Yeah! Show me.” Tony couldn’t hide his excitement.

“So you’re you. And you are tired. I put you into bed, but then you pull me in for a kiss, like this,” Peter kissed Tony. “Then you tell me you want me to stay with you and you spoon me like this,”

Tony rolled over as Peter wrapped his arms around him holding him close.

“Oh, I like this!” Tony snuggled into Peter’s warmth. “I can feel you.”

“I’m a little excited, I guess. Sorry.”

“Don’t be. I like it.”

“Yeah?”

“Yeah. Tell me what happens next.”

“Then we would touch each other.”

“Show me!”

“Is that…okay?”

“Oh, Peter! Having you against me like this is killing me. I’m dying for you to touch me.”

“Well, then we would uh, touch each other.” Peter slowly explored Tony’s flat stomach. There was a trail of body hair that led down towards his boxers. Peter touched the outside of the garment first. His palm grazed over Tony’s bulge.

Tony moaned.

“I’ve never done this before,” Peter whispered.

“You’re doing great! The warmth from your hand feels incredible, but we can stop if you want to.”

“I don’t want to stop. I want to touch you.”

“You certainly have my permission.”

Peter had the green light from Tony. He carefully slid his hand under the waistband of Tony’s boxers. He palmed Tony’s erection, exploring it. The tip was wet with pre-cum. Peter spread the liquid on his fingers before stroking Tony’s member.

“Oh my God,” Tony whispered into Peter’s pillow. He thrust his hips back to feel Peter’s bulge on his backside.

Peter kissed Tony’s neck slightly grazing his teeth over the skin.

“Don’t hold back, Pete. Give me everything! I might not be here in the morning!” Tony groaned.

“That just makes me sad.”  
The mood had been dampened. Peter slowed his movements. And then stopped.

“Why’d you stop?”

“I don’t know. I’m-I’m sorry. I just…I’m crazy about you and you’re, not real. I’ve been madly in love with you for years! I’ve wanted to touch you for so long but you’re going to disappear as soon as the real-you figures out how. I-I’m going to miss you.” Peter’s voice cracked.

“Peter, wait,” Tony turned over to look Peter in the eyes. “I’m crazy about you too. And I just met you! Meeting you makes me look forward to the future. Look, I know I have my problems, but if I can make a friend like you? If someone like you can admire me? Then I know I’m going to turn out okay. And as for me, the me that you are touching right now, you say I’m not real, but I’ve shared my feelings with you. And those are real. This is real.” Tony pressed his lips into Peter’s sucking his bottom lip and licking his tongue. “I’ve told you things that I’ve never told anyone. That’s real.”

Peter sighed deeply.

“I’m sorry. I didn’t mean to say that you’re not…real. But you still might disappear any second!”

“Then hold me right now!” Tony wrapped his arms around Peter holding him close. Chest to chest, Peter could feel the replica teen’s heartbeat.

“You’re right, Tony. I won’t let you go. I’ll hold you for as long as I can.”

 

Back in Tony's lab:  
Steve looked through the schematics of Tony’s Binary Augmented Retroframing project.  
“I guess I see how it could come to life. I just don’t know why or how to…end it.”

“It’s getting late guys. I’m wiped.” Rhodey had the notes to Tony’s original project in hand but saw no plan to correct it either.

“Oh my God! It’s a little after 8! How old are you guys?” Tony had a computer display projected in front of his eyes.

“Very old,” Steve responded. “Maybe we should rest, Tony. I feel comfortable that Peter and your replica are both safe. I say we recharge and come back in the morning. What do you think?”

Tony sighed.  
“Yeah, you guys rest up. I’m going to check one more thing then turn in myself.”

“Why don’t I believe that?” Rhodey rolled his eyes.

“Go to bed!” Tony was stern.

 

He waited until he heard the door close behind Rhodey and Steve as they exited the lab.

Should Tony check in? Peter was a responsible young adult.  
Even Teenage Tony couldn’t cause too much trouble in just one night, right?

What have they been doing…?  
What if Rhodey was right? What if Peter ended up heartbroken? Or worse.

“I would never hurt anyone! Not at that age. Not ever.” Tony said aloud to no one.

“Was that directed to me?” JARVIS chimed in.

“No, JARVIS, but I think I need your help. I’m worried about leaving Peter alone with me for too long.”

“I’m not sure I understand. Peter’s affection for you is noticeable but your relationship has not crossed any lines towards being inappropriate. And it’s worth noting that Peter is an adult.”

“No, he’s not! He’s 15!”

“He was 15 when you met him, 3 years ago. Peter had his 18 birthday months ago.”

“I’m not sure if that makes me feel any better or not.” Tony sighed and pulled at his hair, “I guess it should. Hell, even Captain Wholesome doesn’t see a problem.”

“Is your concern with the teenager in Peter’s room at the moment.”

“Yes. What…” Tony sighed again. “Without showing me pictures or giving me too many details, JARVIS can you tell me what they’re doing?”

“I can at the risk of impeding Peter’s privacy.”

“I know! But I just want to know that he’s okay. Is he okay?”

“Peter is actively crying at the moment, Mr. Stark.”

“What?! Why?! What happened?! Okay JARVIS show me!”

“Are you certain that you wish to interfere with Peter’s privacy?”

“Yeah! Certain! Whatever! Please! Just show me.”


	5. So Little Time

Tony’s palms graced Peter’s cheeks as his thumbs worked to brush away the tears.

“I’m sorry. This is so embarrassing! I just…I just got a little emotional.” Peter cleared his throat hoping to make his voice normal.

“It’s cool. This is pretty heavy stuff. And in just one night.” Tony laughed making Peter smile.

“Yeah. Except, it feels like forever.”

“I know. You and 40-year old me.”

“Both of you are great.” Peter smiled.

“I’m glad you think so.” Tony pulled Peter in for a soft kiss.

“I don’t know how long…you’ll be with me. But I want to enjoy you for as long as I can.”

 

“That’s what I want too, Peter.” Tony kissed Peter again. This time his lips lingered. Peter grasped Tony’s wrists and moved them from his cheeks to his waist. “I’m really enjoying our time together. I don’t know why I’m here but I’m so glad we met.”

Peter smiled. He had finished crying. Tony could disappear any minute, so he had to act fast.

Peter squeezed Tony’s waist and then let his hands explore. First, he felt the other teens toned back muscles, then biceps, then chest. Tony moaned as their lips strained against each other.  
Peter broke the kiss.

“I want to touch you and I …I want you to touch me too.”

“I’ll do whatever you want.” Tony smiled teasingly. he caressed Peter’s chest moving lower to his navel then lower to Peter’s boxers.

Peter smiled. Tony removed Pete’s boxers and then his own.

Tony looked into Peter’s eyes gaging his reaction as he palmed Peter’s erection.

“Oh wow. I like that.” Peter closed his eyes and enjoyed the warmth from Tony’s hand. He reached down and wrapped his hand around Tony’s hardened cock. “I’ve never been touched like this.”

Peter moaned as he started shyly moving his hand on Tony’s shaft.

“Don’t hold back, Peter. You’re doing great. Give me everything.” Peter knew what Tony meant.

They might only have tonight. Peter tightened his grip and started pumping the other teen’s cock harder, faster. Tony responded by doing the same.

“Oh, Tony!” Peter whined. He tried to stay focused on pleasing his crush, but he was in ecstasy himself.

“I’m all yours, Peter,” Tony whispered hotly into Peter’s ear.

Peter whimpered and panted into Tony’s neck. With his free hand, Tony cradled Peter’s head. His fingers combed through Pete’s curly hair soothing Peter. He relaxed.

“You feel so good,” Tony whispered as he peppered Peter’s cheek with kisses.

“Oh! You do too!” Peter could feel himself getting close to climax.  
He started to feel embarrassed.

“Wait, Tony. I’m getting close and I feel like I’m going to explode.”

“Oh good! I want you to. All over my stomach.”

Peter gasped. This was intense and so...  
Naughty.

“Oh fuck! I want that too!” Peter whined. “I want us to come together…but I’m so close.”

Tony kissed Peter ramming his tongue into his mouth. The surprise distracted him just enough to last a little longer, but Tony only seemed to be closer to climax as he brutishly strained his mouth against Peter’s.

“Oh, Tony! OH TONY! TONY!!” Peter came with a shout. Tony came with a long groan.

The two young men were left sweating and panting and wet with each other's come.

 

Peter fetched two bottles of water and tossed one to Tony. They rehydrated and caught their breaths. Peter was still radiating heat but that didn’t stop him from wanting to be close with his replica.

“I can’t get enough of you.” Peter pressed a chaste kiss on Tony’s lips.

“I feel the same way.” Tony kissed Peter back.

“Can I hold you?” Peter had secretly turned the AC on hoping to make the teen Tony want to cuddle more.  
“Please!” Tony rested his head on Peter’s bicep. This close Peter could see the teenage Tony’s facial features. He had Mr. Starks beautiful brown eyes for sure. But no stubble.

No hardness from battles and wars with monsters.  
No laugh lines either.   
Not from the years of being the playboy Iron Man.  
He was still Mr. Stark. He had his heart, just younger.  
Unbroken.

Suddenly Peter remembered the secret he was meant to keep from the teenage version of Tony Stark.

“My dad would FLIP if he knew about this! Can you keep a secret Peter?! Can you promise?” Tony’s deep brown eyes were now pleading.

Tony didn't know he was an orphan.

Peter stalled for a minute.

“Hey, you know, I’m sure...I'm sure he would be….just so…incredibly proud of you. No matter what, Tony.” Peter's voice cracked.

“Wow. Um. Thanks? I guess. Kind of weird after we just painted each other with ejaculate, but…” Tony was confused by Peter’s answer.

“Listen! That doesn’t change the fact. You’re a good man!” Peter was only 18 but at that moment he was wise beyond his years.  
He had fought monsters too. And here he was with the wide-eyed innocent version of Tony Stark.

Peter regained his grip on reality.  
“I mean! Of course! I’ll make sure he doesn’t find out. Your secret is safe with me.” The little white lie made him feel sick.

Tony sighed in relief.

Poor thing thought the worst thing that could happen to him would be his father finding out he kissed another boy.

He had no idea.

Peter almost wanted to cry for Tony. Both versions. Instead, he held Tony tight and kissed his stubble-free face over and over again.

 

Back in Tony Stark’s Lab:  
He had found it. The overactive mechanisms that caused Tony’s memory project to take form on its own.  
And he knew exactly how to stop it.

The tired middle-aged man left a bookmark in his notes and decided to head upstairs and try to sleep.  
“You owe me one.” He whispered.


	6. Only a Night

“What do you think they’re doing down there?” Tony nuzzled Peter’s cheek.

Peter sighed.  
“I don’t want to think about it. They’re trying to find a way to make you go…back to your own time.” Another little white lie.  
Tony wasn’t going anywhere.

He wasn’t real.

He was some sort of hologram.

Touchable hologram.

Sexable hologram.

Peter thought again about the warm expression of pleasure the two had shared moments earlier.

Besides, the “time” Teenage-Tony belonged to wasn’t anywhere he wanted to go.  
Mr. Stark had invented a memory of himself…

…On the morning that his parents were murdered.  
The whole reason Tony was even in Peter’s arms at all was to distract the young man.  
Keep him from finding out the truth.

Peter’s plan had almost backfired. After a night of intimate talking and intimate kissing, Tony’s only concern was that Howard Stark would find out that his son was…gay.

Peter was one year younger. 18 and Tony was 19. But he had lived a million lives during his battles with evil-doers and monsters. Many of whom he fought WITH Tony.

Tony.  
The real Tony Stark. Peter’s first crush and mentor.  
He owed that man everything.

How lucky was he that the one favor Mr. Stark needed more than anything was to cuddle his teenage self into a sense of security.

“You really are a dream come true, Tony,” Peter said it audibly this time. The thought had replayed in his mind a million times throughout the night.

“Believe me when I say this,” Tony looked into Peter’s eyes with a seriousness. “Peter, you, YOU are a dream come true.” Tony took hold of Peter’s hand and planted a delicate kiss on his knuckles.

Peter couldn’t help but laugh.  
“Yeah, good one, Tony.”

But Tony was serious.

“No, Peter. I mean it. I have NEVER gotten to be this open with anyone. I’ve always been so…insecure and scared.”

“Wow, Tony. I’m sorry. But I have to admit you don’t strike me as the shy type.” The thought was still ironic to Pete.

“Well…not so much ‘shy’ but not without my concerns. I mean, I told you my deepest darkest secret. And you still welcomed opened your arms to me. And your bed…” Tony smirked.

Again, Peter felt a tangible sadness for both Tony and Mr. Stark.

Mr. Stark lived his life as a womanizing playboy for so many years…

Only to hide the truth.

His only secret. If liking men was the worst that Tony Stark had to hide, he was much more innocent and pure than he let on for sure.

 

Peter began to wonder how different things would have been if he HAD met Tony in this time.  
Told him it was okay.  
Held him.  
Comforted when his parents died.  
Snuffed out any insecurity.

So many emotions and thoughts rushed into Peter’s mind.  
All he could do was hold Tony tighter.

“Thank you, Tony. That means a lot.”

“I really mean it, Peter. You really are great. If you’re a part of old-me’s life than I really am a lucky man. Age difference or not, I'm so sure.”

“You’re my mentor. That’s still good. I’m still very lucky for that.” Peter feigned a smile.

“I want to be so much more. I bet…I bet the other me feels that way too.” Tony was still holding Peter’s hand. He kissed it again. This time letting his lips linger. He began nibbling and sucking on Peter’s fingertip. “How could he not? You and your bangin’ bod…”

Bod? 80’s terminology Peter guessed.  
The warmth from Tony’s mouth excited Peter.

“Whatever this is…whatever brought you here…I’m glad it happened. God! And you’re going to make me hard again the way you’re doing that.” Peter laughed.

“That was my plan,” Tony whispered seductively as he nipped Peter’s finger.

Peter was in a relaxed and…explorative state at this point. The two had already made sweet love with their hands. Peter whipped Tony onto his lap and pulled him in for a bearish kiss.

“Oh wow! I guess my plan is working…” Tony smirked as he straddled Peter. “I totally can’t get over your muscles.” Tony palmed Peter’s chest. Peter had never realized how sensitive his nipples were until that moment. He jolted.

“I like that.”

“Yeah?” Tony replaced his hands with his mouth and tongued Peter’s sensitive skin.

“Uhhnnnn…” Peter groaned. He was hard again. His erection prodded Tony and he knew this.

Tony knew this. And Tony knew that Peter knew…that Tony knew.  
Tony was in charge.

Still gaging. Wanting to make sure he didn’t push his little spider too far.

“You like that?”  
Peter nodded enthusiastically.

Tony kissed Peter’s chest.

Then his abs.  
Then navel.  
Then lower…

Peter shivered with anticipation.

“Tell me what you want, Peter,” Tony growled.

Tony was KILLING him. He knew what Peter wanted! He just wanted to make him say it.

“I-I…I want-I…”

“Say it for me, Peter. Tell me!” Tony kissed a hot kiss if you could call it that, to Peter’s lips. He licked and mauled Peters mouth with his own. “I don’t…I don’t want to do anything you’re not ready for… So you have to tell me.”

Was this teasing? Or was this consideration for Peter’s feelings?  
Some clever mixture of both?  
GOD! Tony was so good…

 

“I want your mouth!” Peter finally spat.

“See? Was that so hard?” Tony snickered.

Peter was loving Teen-Tony’s playful antics. He had the unique opportunity to see into the playful side of Tony Stark and-

OHMYGOD.

Peter couldn’t move.  
Peter couldn’t breathe.

It was like the first moment he saw Tony. The shock. The delight. The surprise.

“OHMYGOD!” Peter whined. “OHTONYOHTONY!” Peter’s voice was about an octave higher than his usual speaking voice.  
Tony continued his ministrations.  
His beautiful tussled brown hair bobbing up and down and he mouthed Peter’s length.

This was so new for Peter.  
This was so INTENSE for Peter.

This is what adults do, Peter. He tried to calm himself.  
And you are an adult.

An Avenger! You can handle this.

He tried to relax into the feeling as best as he could as his legs kicked and knees peaked.   
It was possibly the most intense feeling he had ever experienced.

“You…You-YOU KNOW um, you don’t have to DO that…if you don’t want to, I mean.” Peter was already enamored with Tony. The oral onslaught was over-the-top really.

“Oh. I want to.” Tony growled. His brown eyes were now so intense. So dark and so light at the same time. “I want to taste you.”

“Then…um…PLEASE DON’T STOP!” Poor Peter. This was his first sexual experience.  
No room for practice.  
His first time was with no other than Tony Stark himself.

Peter shut his eyes and moaned through gritted teeth. 

Tony was being such a gentleman. Taking Pete’s feelings and needs into account.

Tony growled again.  
This times the sound waves sent vibrations through Peter’s body that made him moan helplessly.

Peter squirmed and shook as an orgasm ripped through him.  
He balled his bedsheets up in his fists as his body clenched. He came with a groan, spurting into Tony’s mouth.

When Peter finally opened his eyes he saw Tony with a sweet smile.

“I’ve never done that before.” He admitted.

“You were amazing.” Peter cuddled Tony and kissed him. This close Peter could feel Tony’s erection on his thigh. “Can…Can I try? I’ve never done it before…either.”

Tony smiled and kissed Peter. “I’m all yours, Baby.”

 

In Tony Stark’s Bedroom:

He lay on the bed.  
Alone.

Thoughts were racing for poor Mr. Stark.  
He was saddened. All this talk of the day his parents died brought back old memories and grief. Even in his 40s it still hurt Mr. Stark to be an orphan.  
And after all of this time, he had never even started a family of his own. Would he know how?  
He had his friends, sure. Rhodey and Steve were terrific partners and team-mates. Tony remembered how jealous he felt when Steve and Bucky started dating. And how cripplingly depressed he felt when they married each other. He almost skipped the wedding!

Steve was so handsome on that day. He was beaming. And he said in his speech how this couldn’t have happened in his time.

Such a long time to wait, Tony thought. And here he was in the present. Deep down he still kept that secret.  
Well, he had too.

Because when he moved on from Steve the person he felt the warmest for…  
was a teenage kid.  
THAT still wasn’t okay.

Even at 18, Tony felt more paternal to Peter. He felt the need to take care of him, protect him, mentor him.  
But at that moment, Peter was the one taking care of Teen-Tony. Keeping him safe.

Mr. Stark couldn’t sleep. He knew he needed to before his thoughts ate him alive. He brushed away a couple quiet tears of his own before swallowing 2 Tylenol PM from his nightstand.


	7. Waiting on the Night

Peter had survived his first experience receiving oral sex.  
Now, he was bravely about to attempt to return the favor by giving oral sex.

To none other than Tony Stark.

Teenage Tony Stark.

How had 80’s Tony been so good at this without the help of the internet?

Peter tried to do everything he had seen online.

Peter was intimidated by Tony’s length and thickness. Still, he saw the flesh and saw the man he loved attached to it. Peter was willing to try this out. He opened his lips on the head of Tony’s cock before attempting to inhale the whole thing at once.

Peter was trying to “deep-throat.”

Once Peter felt the massive intrusion against his gag reflex he began to cough, wheeze, and well GAG!

He had to back away from Tony as his eyes watered from the stinging reflexive actions. He hacked and wretched.

“Jeez Peter! What’s your damage?”

“What?” Peter coughed.

“Are-you-okay…!” Tony enunciated as if talking to someone who didn’t speak the same language. “As AWESOME as that was, you don’t have to hurt yourself.”

“In today’s culture, most guys really like deep-throating.” Peter’s voice was hoarse. He probably struck his vocal cords in the process. “I guess I don’t know how to do it…”

“I love how amped up you are about this but seriously you can relax. Try… one hand here and then just take half in your mouth. As sexy as seeing you try to take it all was, hearing you wretch in pain was not as fun. Relax. Take it easy.”

Peter listened to Tony’s advice.

Damn internet.

It must be true that pornography gives an unrealistic view of relationships, the Spiderman thought as he tried to mouth teenage Iron Man’s length the second time.

Instead of raunchy porno, Peter tenderly mouthed Tony’s tip while he gripped the base.

“Better?”

Peter nodded. He let himself go and started to enjoy the action.

“You’re doing great. It feels amazing.”

“I like that. I like when you tell me…what to do.” Peter blushed.

“Oh wow! That’s really hot. Um…well yeah keep doing what you’re doing.” now Tony was the one feeling a little shy. He didn’t have the heart to order Peter around.

“Use…use your tongue. Yeah! Like that! And...and touch me...here Oh, Peter!"

Peter gladly followed Tony's instructions.

"More tongue, Peter! Right there! Right now!”  
Peter didn’t know what to expect as Tony came. He had never done this with a real man let alone a living hologram. His curiosity won out as he dared to taste the cream that erupted onto his tongue.  
  


"That was so hot!" Peter gushed before pinning Tony down in a long kiss. 

“Hey, Peter,” Tony sounded concerned “How long do you think I’ll be here?”

“Well, if I know you, older-you that is, you’re probably up working hard all night. You do that just about every night. Which means you could disappear at any moment.”

“It would be nice to go home but I’ll miss you. I wish there was some way that I could visit. Or see you. I guess I just have to wait until I meet you for real when our times cross.”

“I’m sorry Tony.”

“What are you sorry for?”

“Just that…it’s sad. It’s sad that you have to go.”

“It’s not so bad. My folks are out of town for a while. I’ll have the place to myself and my dad will finally be off my back.”

Peter's stomach turned. He brushed Tony’s hair and stared into his beautiful brown eyes.

Without saying a word Peter closed his eyes and kissed Tony. He studied Tony’s face. He could feel the softness of his lips and wetness of his mouth. He felt the heat radiating off of his skin. He combed his fingers through the soft brown hair. Real-Tony always used so much product. The teenager's mane was all natural. Untouched.

“I’ve really enjoyed having you here. I hope you get to stay all night. I’ll make you breakfast in the morning! And maybe we can explore New York! I’ll show you some cool inventions of our time that you’ll really like!”

“I’d like that Peter! I can’t thank you enough for being so hospitable.” Tony yawned.

“I have a spare toothbrush and other stuff. Whatever you need. Make yourself at home.”

“I had a thought. You wanna take a shower with me?"

“Yes. Yes, I do!”


	8. Some Secrets

**Summary for the Chapter:**

> Peter’s mission is ultimately to distract 80s Tony from discovering the tragic truth.   
> But after becoming intimate, Peter starts to rethink lying to him.

There was nothing special about Peter’s shower. 

No year-2000s magic. In this time exists waterfall showers and multidirectional spraying nozzles.

Maybe the real Tony Stark had that in his shower but Peter did not.  
Peter started to wonder. He started to picture real Tony in the shower.

80s Teen-Tony entered the shower room already nude. 

Peter started to picture…his teen-Tony and real-Tony both nude and in the shower with him.

One mature and experienced and the other curious and experimental and Peter in the middle just inviting everything.

Peter pictured himself sandwiched between the spoiled teen and the hardened Avenger.  
He smiled at the thought.

 

“What are you smiling at?” Tony took Peter’s hand and pulled him into the shower with him. 

“You. I’m smiling about you!” Peter wrapped his arms around Tony and kissed him under the water. The teen’s smooth skin felt extra soft while dampened by the mist. Even the kiss had extra moisture that Peter enjoyed.  
Peter and Tony made out in the steam and the water for what felt like an eternity. Peter caressed Tony’s stomach remembering the passion that they had shared earlier that night.

“Guess we have some cleaning up to do,” Tony smirked. 

The two soaped and rinsed but stayed put under the water. 

“We should probably towel off Spider-Babe.”  


“I know. I just like seeing you like this.” The water weighted down Tony’s brown hair and eyelashes making him look that much cuter. That much sexier. Peter palmed Tony’s chin and cheek and pulled him in for one last shower kiss as he sucked the moisture of Tony’s lips.

Finally, the two were toweling off. 

All clean and ready for bed Peter held the covers up for Tony to join him underneath.

  
“Are you okay with spending the night…in the same bed?”  


“Hell yeah! I’d give anything to cuddle you at this point.” Tony kissed Peter on the lips.

“Just checking! I didn’t want to assume.” Peter blushed.

“I’m having the time of my life, Pete. I almost hope this never ends. But I guess I gotta go home eventually…”  
Peter sighed. His mission was to distract teenage Tony and prevent him from finding out the truth, that his parents have been murdered.

Peter loved the innocence in Teen-Tony’s brown eyes. He felt…protective. Possessive even. This was his Tony. He may never have a chance at the real Tony Stark but this simulation belonged to him for the night.

A dream that had come true.

He felt a longing to comfort poor Tony in his unrealized time of need.

His dream was Tony's nightmare.

 

“Tony.” Peter started before becoming choked up, “Tony, there’s something I need to tell you.” Peter took teen-Tony’s hand in his fists firmly. 

“What is it, Pete?” he could sense Peter’s seriousness. 

“Things aren’t good,” Peter mumbled. 

“What?”  


“Things aren’t good,” Peter admitted clearly. “Where you’re going. Where you’re from. Things aren’t good…And I’m sorry!” Peter couldn’t help it. He held Tony’s hand in his as he began to cry.

“Well…” Tony thought for a long time. “I’ve seen enough time-travel movies to know that you shouldn’t spoil the surprise for me.” Tony half-heartedly laughed. 

A little relief for Peter. He was feeling so guilty for hiding the truth from his new love. But Tony didn’t want the truth. He wanted the natural surprise.

“Besides, no matter what happens in my time I know I have you to look forward to in the future.”

 

 


	9. Good Advice

 

It was 0600 hours.

6 am.

Steve, ever the senior citizen, was awake and running laps before the sun could decide to shine. 

While this was early for Captain America, by the Iron Man’s standards this was very late. 

Surely he stayed awake to find a solution to the current little living memory problem, right?  


The Cap decided to check in on Tony, who he was certain was still awake in his lab. 

Steve had special privileges and could check the lab unannounced.

Very special privileges.

No sign of Tony Stark in the lab. Not even passed out asleep under one of the workbenches. 

This was peculiar. 

 

Could it be?  
Could he…have actually…

Gone to bed?

 

There was no way!  
  
Steve decided to see this anomaly in person. With JARVIS’s allowance Steve silently inspected Tony Stark’s bedroom to find our hero:

 

Asleep in bed.

 

Steve had never seen such a sight. The heroic tinkerer was really sleeping.

Tony didn’t budge.

 

Steve stepped closer and sat on the edge of the bed. He carefully smoothed Tony’s perfect, done up, hair with one hand.

  
“Tony? Are you really asleep?” Steve whispered.

Tony didn’t answer but he felt the heat from Steve’s hand. He carefully turned just enough to nuzzle Steve’s palm.

“Oh, Tony….” Steve was stuck. Tony was so vulnerable and perfect like this. He could never leave him. “Tony, Sweetheart, it’s me. It’s Captain America.” He felt strange using his hero name. “It’s Steve, Tony.”

“Steve?!” Tony was still very much asleep but with enough cognition to reject the idea of the Captain waking him in his sleep.

“Yes, it’s me. It’s Steve. Steve Rogers. I just wanted to check in on ya.”  


“I’m right here.” The sleeping Tony answered sarcastically, not grasping the weight of the situation.

“Yes! I’m glad, Mr. Stark. But you never, ever, never ever, sleep like this! You okay?” Steve whispered his hand still palming Tony’s cheek. Tony’s sleepy hands caressed Steve’s muscly forearm. 

“No. I’m not. But…I have medicine.” Steve turned on Tony’s bedside lamp which illuminated the bottle of sleeping pills. This could be a minor shut-off or a big deal.

“Tony. I want you to tell me right now, how many of these pills did you have?”  


“Two.”  


“Really?!”  


“Just two.” Tony fell back to sleep at this admission. Well, if it was true that the Iron Man rarely slept, then today was one of those days that his lack of sleep caught up to him.

Tony was out. 

“Okay, Tony. I believe you. Are you okay, Buddy?” Steve whispered.

“No…I’m sad. My mom….” Tony’s eyes stayed closed. He probably thought he was dreaming. 

“I’m sorry, Tony. And I’m sorry for waking you.” Steve repositioned himself on his side. He outstretched one arm to cradle Tony’s head as the other hand delicately caressed Tony’s cheek. The moment was friendly yet affectionate. “Get some rest. I’ll be back to help you with the hologram later. Good night.” Steve got up to leave.

“You don’t have to. I figured it out.”  


“Is he gone?”  


“Not yet. He…he and Peter are hitting it off. I don’t want to take him away just yet.”

Tony started to wake up a bit. He propped himself up on one arm. 

“Oh? Oh. Hmm. I guess that’s…I mean…I wouldn’t want to get in the way of young love either.”  
Tony frowned at the word “love."  


“Peter has always admired you, Tony. Do you think he’ll get attached?”  


“Oh, they are pretty attached!” Tony yawned.

“Wait, how do you know? Did you…spy on them?”  


“I just wanted to make sure Peter was okay. Turns out he’s more than okay. I think I’m the only one that’s not okay.”

Steve sat back down next to his friend.

“I’m here if you want to talk,” Steve said gravely. There was plenty for the two to talk about. Plenty. 

“He’s a kid. He’s bold. Braver than me. Things just didn’t time out right, you know? And these time-travel relationships are exhausting.”  


“I know!” Steve chuckled. “I know they’ve…been troublesome for you in the past.”

Tony was quiet. He was stoic. Serious.

“I couldn’t have been more excited to meet the famous Captain America, alive and well, in my life.”  


“I’m thankful to have you too, Tony. And…I’m sorry things didn’t work out.”

“No. I’m sorry. I never should have kissed you. It was a mistake. A stupid mistake. I was drunk. It was New Years Eve. That’s all.”  


“That’s all, huh? That why you turned into the incredible sulk afterward? You wouldn’t even talk to me! And I…missed you.”

Tony was awake now. He sat up in bed and crossed his arms. 

“Look, Tony, I truly believe that Bucky and I are soul-mates, but I still, sometimes wonder what could have been. And you? You never let it go.”  


“Well, it was a dumb thing to do. I was mad at myself.”  


“Is that the real reason you were mad at yourself? I’ve always been open and ‘out’ with Bucky. I hoped you would find the will to be honest with yourself too.”  


“What’s the point? Why come out if I have no one? If people want to think I’m a playboy, then I’ll let them. Until some other hunk gets thawed out and sweeps me off of my feet I’m fine where I am.”

“Alright, Tony. That’s fair. That’s your choice. It’s just…”  


“What?”  


Steve smirked. He tried to keep himself from smiling but couldn’t.

“What, Steve?!”  


“Nothing it’s just…I was so glad when you finally lightened up again. Happened right about the same time we gained a new teammate…” Steve teased.

Tony sighed. 

“He’s 18 years old and incredibly mature. No one would blame you.”  


“I’m pretty sure the kid’s aunt would claw my face off…”

“Buy her something nice? I don’t know! Just take a chance!”  


“But the age difference…”  


“I’m sure you two have more in common than you and 99% of the population despite that, Tony. I don’t want to force you into anything. I’m just saying.”  


Tony was quiet for a long time.

“You really think about…what could have been?”  


“Yeah. I do. Even if it didn’t work out I would have liked that chance.”  


“Thanks, Cap.”  


“When are you going to delete the hologram?”  


“I planned to do it while they slept.” Peter turned his attention to JARVIS, “JARVIS is Peter asleep?”

“Yes, Mr. Stark. Peter and his teenage friend are asleep.”

Tony sighed.  
“I guess that means it’s time to go.”


	10. Hot Night, Cold Morning

Peter was cozy in bed as the teenage replica of Tony Stark spooned him. Tony’s arms wrapped around Peter’s waist and held his hands. The moment was peaceful and quiet.

  
Suddenly

 

The door flew open!

It was the real Tony Stark!  
He was wearing one of his classic business suits, and his expression made it clear that he meant business.

Unflinching he started towards a mortified Peter Parker!  
Teen Tony tightened his grasp protectively.

“Mr. Stark! I can explain!”

“No need. I asked you to look after Clone Wars, and here you are fondling each other all night!”  
  
“Mr. Stark! I’m sorry!”  
  
“Oh, don’t be sorry!” Tony was now standing at the head of the bed towering over Peter who desperately clung to his sheets trying to hide his nakedness.

“I’m just mad that you didn’t consider inviting me to your little slumber party.” Tony removed his jacket and shirt. He started to unbuckle his trousers.

“Wait, wha-?”

Before Peter could protest the real Tony Stark thrust his lips onto Peter’s for a fiery kiss. He removed his remaining clothing and joined the two under the sheets.

Peter could feel his Teen-Tony fondling him from behind while the real Tony Stark caressed his chest, then abs, then lower…

“Oh my…” Peter’s senses were in overdrive as Tony Stark began to grind his body against Peter’s while Teen-Tony caressed him and bit his neck. 

“Peter, I’m afraid I have to severely punish you for what you’ve done here!”  
  
“Please don’t take the suit away from me.” Peter mouthed against Mr. Stark’s lips.

“Much worse than that!” Stark possessively squeezed Peter’s ass as Teen-Tony caressed his bulge. “And I think I’ll use myself to help teach you a lesson!”

“Just not the suit! Take me instead!” Peter pleaded. He felt overheated as the two versions of his love smothered him. “I’ll do anything!”

“Anything? That’s good to hear because I have a little idea.”

“Oh, Mr. Stark! Oh, Tony! Please, please! Take me! Just don’t take my suit!”

 

“Pete?”  
  
“Not my suit! I’ll do anything!” Peter mumbled in his sleep.

“PETER!” Teen Tony gently rocked Peter awake. 

“T-Tony?” His eyes began to open. “Tony! Is it just you?” Peter briefly scanned the room for any other Tonys. 

“Just me. Did you have a bad dream?”

“N-No. Um. Well, I mean, I had a dream alright!” Peter laughed nervously.

Tony laughed at Peter’s cuteness before squeezing him as tight as possible. 

“Oh, Tony. You’re still here!” Peter was waking up and realizing the reality. His simulated lover was still present. Still touchable. More than just a dream.

A naughty, passionate dream.

“Yeah! We made it the whole night! It’s about 6:10 am. Wanna go back to sleep?”  
  
“Oh, baby. After a dream like that…, I’m awake!” Peter laughed. “What about you?”  
  
“I’m not tired at all.”  
  
“Wanna go for a walk? There’s a beautiful park near here!”  
  
Tony looked unsure.

“Oh, Peter. Are you sure that’s a good idea? I mean, people will see us! Together!”

Peter took Tony’s hands in his.   
  
“I’m sure, Tony. That kind of thing is pretty well excepted in this time. Especially here. And…especially at 6 am!”  
  
Tony smiled and felt secure with his Spider-Hero.

 

The two brushed their teeth and dressed before dashing out for a brisk morning walk. 

 

“Hey! You’ll love this! Captain America is alive! If we’re lucky we might even see him out jogging! You met him yesterday!”  
  
“Wow! That was Captain America?! Oh…I don’t know. He knows my dad pretty well. I’d hate for him to find out.”  
  
“Tony. Captain America is married to a man.”

“WHAT?!” 

“Yep! Make you feel a little less insecure?"  
  
“Hell yeah! Wow! If the captain himself can love a man, then…then well, my dad will have to be more understanding. Who did he marry? Must be someone really great!”

Peter bit his tongue. 

Tony could not find out the reality about his family tragedy. Or how Captain America’s husband was involved.

Peter distracted the other teen by placing his hands on his shoulders and pulling him in for a kiss.

“Wow! My first kiss with another dude!…In public.” Tony looked at his hands. “I’m not being struck by lightning or turning into dust!” 

“You survived!” Peter laughed as the two walked hand in hand to the park. 

“This is really cool, Peter. I like holding hands with you and kissing you and not having to worry.” 

“Me too!” Peter stole another kiss.   
  
There were quite a few people out jogging in the park. No one seemed to think twice about the two teens holding hands.

“I thought every park would be converted to some sort of mechanical wasteland by this time!” 

“You’re almost correct, but we saved a few of them.” 

“I’m actually a little chilly.” Tony turned into Peter for warmth. Peter found a park bench where they sat as Peter wrapped his arms around his love. “Much better! Thank you!” Peter removed his sweater and wrapped it around his friend’s shoulders leaving him in a plain white tee.

“You look like James Dean. Classic cool.” Tony shivered.

“Are you still cold? We can head back if you want.”

“I…actually…yeah. Um, I’m really cold all of a sudden.” Tony’s expression turned to worry. “I think something is wrong.”  
  
“Tony…”  
  
“Peter, I don’t feel so good…”


	11. The End

“Oh no! This is it! I knew this would happen! I’d do anything to stop it! Tony, please, hold on to me! I’ll take you back to the base! We can get help!” Peter was frantic. He desperately clung to Tony who still felt real, but felt cooler and cooler to the touch.

“No. Peter. I don’t know how much more time I have. Please. Just kiss me. I just wanna feel you now.” Tony’s big brown eyes were pleading and his perfect lips were so red compared to the new pallor of his face. 

Peter held his living hologram tightly against his warmth as he sealed their lips together. How did the fake-Tony’s kiss feel so wet? Peter wanted to taste that kiss forever. 

Peter felt the vibration of Tony’s pained whimpers as their lips embraced on the park bench. 

“No! I can’t!” Peter broke the kiss. “I can’t just bare to see you like this. Maybe, maybe those guys can at least do something to stop the pain. Can we do that? Would you like that?” He looked down to Tony who was now shivering.

“I’d like that.”

Peter didn’t waste any time. He used his strength to hold Tony tightly against his body as he sprinted to the real Tony Starks lab.

 

 

Peter held the now freezing hologram-Tony against his chest with one hand as he pounded on lab door with the other.

“Mr. Stark! Are you in there? Help! Please help! We need help!”

 

“Is that…? Oh God! Tell me that isn’t Peter!” Tony stopped pressing buttons on his projected display pausing his process as Captain America ran to the door. 

 

“Is he okay?” Cap’ asked, but he knew the answer. He took hold of the hologram. Peter started to protest, but he trusted the Captain.  
Cap laid the living hologram on a table.

Peter rushed to his side and held his hand. Peter was so focused on his teenage love, but Steve glanced to see the real Tony Stark with both hands to his face in pure terror. 

Steve dashed over to comfort his friend.

“Tony?”  
“Oh God! Cap! I didn’t mean for this to happen! I didn’t mean for any of this to happen! I thought they were sleeping!”

“It’s okay! You tried your best! You tried to spare Tony’s feelings by putting him with Peter and you tried to spare Peter’s feelings by ending this in their sleep.”

“Oh GOD!” Tony cried out.

“Tony! This is bad. We have to end this. We have to now. We have to end his pain. I know you didn’t mean for it to be like this.” Steve placed both of his huge hands on Tony’s shoulders. The feeling was comforting. Tony looked up.

“You’re right. Go take care of the kids. Be the hero while I have to do this horrible thing.”

“You still have time to be the hero to Peter and you know that.” With that, Steve returned to the teenagers. 

“You’re…you’re really Captain America??! I get to meet you! My dad talks about you all the time.” Teen-Tony weakly stated.  
“That’s right, Tony.”

“And…you’re gay?”  
Steve smiled and brushed back Tony’s hair with his palm

“That’s true. In fact.” Steve leaned in and whispered into Tony’s ear so that Peter couldn’t hear. 

“WHAAT?!” A smile broke across Teen-Tony’s pained expression.

Steve just smiled and nodded.

“Wow…I think I like this time travel stuff.” Tony let out a laugh before doubling over in pain.

“Easy, Son.” Steve comforted.

“I think I should be with Peter though.” Tony managed through the pain.

“I agree.” Steve smiled knowingly. “Let me go help To-Mr. Stark.”

“Wait, what are you guys talking about now? I feel like I missed something.”

“Peter…Ah!” Tony started, but the pain hit hard. He was completely white now. His lips were so red making such a stark contrast. 

“Tony!” Peter lept onto the table and squeezed Tony with everything he had. 

“Thank you, Pete.” It was all consonants. Tony had no breath left to speak. “Be with me.”

“I’m here, Tony. I’m right here.”

“I mean…” Tony made a small nod in Mr. Stark’s direction. “me. Please.”

“Whatever you say. But right now I just want to be with you.” Peter kissed Tony’s red lips one last time.

He felt the softness of his lips one last time.

Peter squeezed so hard he lost all control. He really could have hurt Tony if he had been real.

But he wasn’t real.

And Peter felt every muscle in his body squeeze and then…

Nothing.

 

Peter was squeezing his own sweater remembering he had given it to the young man earlier. 

Peter was left alone awkwardly gripping his own clothing on Tony’s worktable.

“He’s gone,” he whispered as the tears began to fall.

 

Steve, ever the moral one, couldn’t help but try to comfort him.

“Well, if it makes you feel any better, he was always here. He was just…one of Tony’s memories. And…and we don’t really know how the brain works. Maybe that’s why he felt so real. Maybe he consisted more of our actual Tony than his memories. Maybe…”

Tony took a deep breath. He knew exactly where Steve was going with this, but he wasn’t ready. And by the sobbing, he decided Peter wasn’t ready either. 

Peter tried to be tough. He dried his tears on his sweater and got up from the table in an attempt to appear fine. He cleared his throat to make his voice sound more normal.

 

“Thank you, guys. For…everything.” his tears betrayed him.

“Oh, Peter.” Steve just had to try to help. He put both hands on the teen’s shoulders with a comforting touch. “You did a great thing. You know, when I woke up from the ice I was all alone in a bed and then I heard the bad news. I was total a wreck. But Tony, the hologram of Tony, had you. He seemed so happy right up until the end there. I could tell! We all really appreciate you and what you did.” Steve pulled Peter in for what was supposed to be a hug, but the spider felt limp.

After a minute or two, Steve’s words sunk in. He half-heartedly hugged Steve back.

“Thank you, Cap’. That means a lot. And, I’m sorry about the ice.”  
“It’s okay! I’m lucky. I have Bucky now, but you know, Tony, present-Tony, he’s been through a lot too. He needs you.” Steve’s blue eyes were so convincing.

“Oh, but…I mean…I…” Peter choked up.

“Just talk to him. I’ll leave you two alone.” Steve walked over to the downtrodden Tony Stark who was still in pain over the guilt of his failed experiment. Steve patted Tony on the back eliciting a smile from the iron-man before exiting. 

 

Tony Stark took a deep breath. He held his head low as he approached Peter.

“Look, Pete, I’m sorry. I never meant for this to happen.” Tony kept both hands in his pockets awkwardly as if he wanted to reach to the teen, but just couldn’t. 

“It’s not your fault, Mr. Stark.” Peter sighed and wiped away the remaining tears before sauntering over to his mentor. “Really, you did nothing wrong.” It was Peter now that attempted to comfort the distraught Tony Stark. 

“Thank you for taking such good care of…me, Peter.”

“Thank you for letting me. He…you…really are amazing. We hit it off right away and he was so cool! I’m just glad I got to see that side…”

Tony stared down at the concrete floor before gaining the courage to look into the young man’s eyes.

“I guess I’ve been so serious. I used to be fun, you know? Used to eat an entire box of donuts in one sitting and that was just afew years ago!”  
“Donuts! You really?! But you’re so…I mean…Well, you-you’re really, um, fit. You take care of yourself.”

“It’s really me Peter. You didn’t lose him. I’m right here.” Tony reached and took Peter’s hands in his. “And if you want, I’ll show you that side. We can get pizza or donuts and watch movies together anytime you want.”  
Peter looked into Mr. Starks gorgeous brown eyes. The same brown eyes, but with a little more character lines. Still every bit as handsome. He studied Mr. Starks lips. The same perfect pout, but with fancy edged facial hair and smile lines. What Peter wouldn’t give to see that man smile right now.

“I would like that very much, Mr. Stark.” 

“You can call me Tony if you like, Pete.” Mr. Stark tried to soften the atmosphere. He forced a half smile, but Peter wasn’t convinced. 

“Tony? Are you alright?"  
“It’s been a tough day. Lot of painful memories resurfacing.”  
“I’m really sorry about your parent’s, um, Tony. But, I’m sure they would be so proud of you.”

“Thank you, Peter. That means a lot.” Tony wrapped Peter up in a friendly hug. 

It felt familiar. This Tony was much more muscular and had the hardened feel of the arc reactor against his chest. 

“Mr. Stark? Captain America and your younger self both kinda thought that…you and I should…be together? What do you think about that?”

“I agree.” With that Tony, the real Tony, cupped Peter’s chin in his hand and brought his face to his for a soft, sweet kiss.

Tony and Peter continued to kiss each other there in the lab for quite a time. 

It was warm and it was real.

"That was incredible..." Peter whispered.

"I've wanted to do that for a very long time..." Tony admitted. He picked Peter up and wrapped his legs around him. Soon the two were on top of one of his work tables passionately making out and exploring each other. 

Peter caressed Tony Starks buttocks as he peppered ticklish kisses onto his neck before kissing him again. Peter closed his eyes as he felt Tony's wet tongue probe his mouth. He also felt the heat of Tony's hand caressing his erection.

"Can I touch you like this?" Tony asked.

Peter frantically nodded before returning his lips to Tony's as the older man placed his hand inside his pants and stroked him. 

Peter mewled and whimpered into Tony's kiss until he could no longer control himself. He moaned as he neared climax.

"That's it, Baby. Come for me." with Tony's permission Peter came harder than he ever had. He was quickly wrapped up in Tony's arms and comforted and caressed. 

"I'm sorry I waited this long, Peter. I'm so in love with you."


	12. P.S.

“This is incredible,” Peter whispered into Tony’s chest as they snuggled on top of a work table in the lab. “I’ve had this fantasy so many times!”  
“Me too,” Tony kissed Peter’s lips.

The lab door swung open startling the two. Peter hid his face in Tony’s arms.

“Hey, Ton. We still trying to erase your living teen self? Or-Oh my God!” Rhodey dropped his mug of coffee shattering it.

“Rhodey, sorry Buddy.” Tony made no effort to move or hide himself.  
“Hey man, don’t ask don’t tell.” Rhodey threw up his hands and tried to mind his business.  
“I thought that was repealed,” Peter added.

“In that case, what the hell, man?!”  
“I erased the clone earlier and now Peter and I are…dating?” Tony looked to the teen.

“We are?” His eyes sparkled and a smile crossed his face.

“If you agree to. Then we are.” The two gazed into each other’s eyes.

“Great. Just great. Happy for you two, but I’m going to leave. And I’m going to buy a new mug.” Rhodey shook his head and left.

“You really want to be my…boyfriend, Mr. Stark?” Peter couldn’t help but giggle a little. 

“Of course I do.”   
Peter closed his eyes and squeezed Mr. Stark feeling him and studying him.

“Hey, um, before….the other Tony left, Captain America whispered something to him? Do you know what that was?”  
“No. I don’t.” Tony thought for a minute. “Unless…”  
“Unless what?”  
“He might have mentioned that we, ah, made out once.”  
Peter’s expression turned.

“You…made out with Captain America?” 

“It was a dumb thing. It was New Years Eve and…Why do you look so sad, Pete?”  
“I can never compare to Captain America.”   
“Are you kidding? Trust me, Pete, Steve and I have absolutely nothing in common. You and I have everything in common. And you make me happy.”  
“Really?”  
“Yes! You make me happy as my teammate and friend. I can’t wait to see what’s in store for our relationship, Baby.”

Peter felt a shiver in his spine when Tony called him, Baby.

He snuggled into Tony’s chest and closed his eyes feeling the reality of it all.   
Suddenly reality hit him.

This worktable couldn’t possibly be comfortable for the older man. 

“Don’t you…want to go back to your bed? I mean, aren’t you uncomfortable?”  
“Trying to get me in bed already? Jeez, Peter! I don’t know how fast you and the clone got along, but I pictured having dinner first at least.”  
“Your back, Mr. Stark!”  
“Oh, I suppose this table isn’t ergonomically fit for the spine of a 40-something-year-old, but I'm beaten. I’m too tired to get up.”  
“Allow me?” Peter used his strength to easily lift Tony into his arms and carry him out of the lab. He sauntered with deliberate steps so as not to jostle the man. Tony shut his eyes feeling Peter’s warmth and nodded off.

Before he even knew it the teen was tucking him into his own bed, but Peter turned to leave.

Tony used the last waking energy he had left to pull Peter into bed with him for a kiss.   
“Stay with me.”  
“This is my dream, Mr. Stark.”  
“Mine too, Baby. Mine too.” Tony tossed the covers over Peter as the two shared body heat in Tony’s bed just like Peter’s fantasy.


	13. Part Two

**Summary for the Chapter:**

> Part Two takes place after the death of Tony Stark.   
> Steve, who is still Captain America, calls on the rest of The Avengers to help their teammate during his time of grief.

Peter snuggled Tony and wrapped his arms around him. He was surprised when Tony’s hand rose to stroke his cheek.

“You’re awake,” Peter whispered.

“Mhmm, but we can cuddle a little longer.” Tony laughed.

“Let’s cancel our dinner reservation and stay in bed all day!” Peter giggled kissing Tony’s neck.

Tony sighed.

“What?” Peter was worried he had offended his boyfriend. They had been dating for about six months.

“It’s just…if we’re going to stay in bed, I might as well give this to you now.” Tony reached into the top drawer of his nightstand and retrieved…

A mechanical ring box made of iron. The lid opened on its own whirring with hydraulic power.

Peter’s face was illuminated by the reflection of light off of the diamond engagement ring, the stone had been cut to resemble an arc reactor.

“Like it?” Tony asked.

“I…I love it.” Peter was breathtaken.

“Is that a yes then?”   
  
Peter could only nod as the tears started to fall.

 

All of that was an ancient memory.Peter enjoyed two wonderful and happy years married to the man of his dreams before everything was taken away from him.

Tony had heroically laid down his life after hugging Peter one last time 6 months ago, but it may as well have been yesterday. Peter grieved his lost love relentlessly. 

 

In the present day:

Captain America was singing Army cadence calls while the other Avengers struggled to run and chant alongside him. Bucky was the only one who could keep up with the super-soldier.

“Hey, Stevie? Where’s Peter?” Bucky asked in between calls.

Cap sighed.

“He hasn’t been showing up lately. I’m worried about him.” Cap spoke perfectly without any hint of tiring down from the running.

“Pete’s…been….sleeping…in…Tony’s…” Rhodey panted. “Room!” He choked out.

Bucky gave Steve a concerned look. They were nearing Tony’s wing of Avengers Compound

“Alright troops! Let’s cut it short today!” Cap announced making the group cheer with whatever breath they had left.

“Guy calls 7 miles short.” Rhodey groaned as he gained his breath. “Poor Pete though. Maybe we try hooking him up with someone new? Get his spirits back up?”

“He’s sure cute enough to meet someone new.” Bucky was still a little mixed up after everything he’d been through. His social graces weren’t at 100%.

“Buck!” Cap chided.

“What? Did I say something wrong? I-I’m sorry!”  
  
“It’s okay. Let’s go check on Peter for ourselves.”

“Let me know, okay?” Rhodey was also worried. 

While the other’s cooled down, Steve and Bucky made their way to look for the grieving young man.

 

“He’s not in here!” Bucky shook out the comforter on Tony’s bed while Cap searched the rest of the apartment. On the nightstand next to the bed, a tiny porcelain dish held Peter’s wedding ring.

The sight broke his heart. He kissed his own wedding band before returning to help his husband. 

“I have an idea.” Steve lead Bucky down to the laboratory where they found Peter asleep on the same lab table where he first kissed Tony Stark after losing his teenage replica, Tony. His face was red and puffy, indicating that he had cried himself to sleep.

Again.

 

“Help me get him into bed.” Steve shot off a quick text to Rhodey then carefully lifted Peter into his arms without waking him. 

Bucky fetched a glass of water and set it on the nightstand while Steve tucked the Spider-Man into Tony’s old bed. “Maybe we should leave some food too. I don’t think he’s been eating very much for the past couple of weeks.” 

“There,” Bucky whispered as he set an energy bar next to the glass of water. “It’s like he’s a pet gerbil in a cage. Food water and bedding.”  
  
“You’re right, it feels…cold. Like we’re abandoning him here. Poor guy.” Steve brushed his fingers through Peter’s hair and planted a friendly kiss on his forehead.

“Hey! I can’t call him ‘cute’ but you get to kiss him on the face?!”   
  
“I’m just being affectionate!”  
  
“That’s not fair! I want to be affectionate too.”  
  
“Fine!” 

Bucky cradled Pete’s head in his metal hand and leaned in.

The cold of the metal woke Peter and startled him.

“W-what are you guys doing?!”

“We’re kissing you while you sleep,” Bucky stated matter-of-factly and continued to lean in until his lips met Peter’s cheek.

“Sorry, Buddy. Didn’t mean to wake you. Bucky and I just wanted to check on you.”  
  
“I-I’m fine. I’m just tired.” Peter’s voice wavered.

Cap and Bucky just looked to each other.

“Okay. Um, sure. But…is it okay if we stay with you? Keep you company?” Steve was already working his way under the covers to hold Peter. Bucky followed suit and spooned the poor man.

“Yeah. Please.” Peter sighed and leaned forward kissing Cap on the jawline. He turned over his shoulder and kissed Bucky on the temple. “Goodnight.”  
The three slept until the afternoon. 

 

Cap woke up seeing only, Bucky.

“Where’s Pete?!”

They ran back to the laboratory, able to hear the crying before they even opened the door.

“Peter!” Steve threw open the door, but Rhodey was already there holding Peter as he cried on his shoulder.

The scene told the story. Surrounding Peter were all of Tony’s notes and schematics for his binary augmented retroframing machine. 

“I know…I know…” Rhodey comforted as Peter sobbed. “I miss him too, Peter. Really I do.”

Peter looked up seeing Steve.

“Captain, you helped Tony with this too. Please…” he begged.

“Oh, Peter. I’m so sorry. I really don’t know how. We just looked through the same notebooks. We never really figured it out. And…what if we do it wrong and something awful happens.”  
  
“Like the movie, The Fly. Remember that one?” Rhodey warned.

Peter just cried harder. 

“I just want him back!” he sobbed.

Cap approached and placed a warm hand on his shoulder.

“Peter, I’m so sorry. I know it’s hard to lose a loved one. But risking everything to try to bring him back isn’t the answer. And none of us know how this works. I’m so sorry.”  
“You still have us!” Bucky tried to cheer him up.

“I know. And I’m grateful for that. Thanks, Mr. Barnes.” Even in his depressed state, Peter knew the importance of positive feedback for Bucky.

Steve smiled and nodded approvingly too.

“It might be hard for a long time, but maybe we can at least help you out.” Rhodey soothed. “I bet you haven’t eaten. How about you let me order a pizza and we’ll put on one of Tony’s favorite movies. How’s that sound?”

“I would really like that!” Peter sniffled as Rhodey lead him back inside.

Once they were alone, Steve tackled Bucky into a full bear hug.

“Whoah!” Bucky patted Steve on the back.

“I’m just so lucky to have you. So lucky.” his eyes welled up as he was overcome with many different emotions.

“No, I’m the lucky one. After everything we’ve been through…after everything I’ve been through. And even after everything I did, you never gave up on me.” Bucky held Steve back.

“I never would have made it this far if it wasn’t for you. Never. I lost everything. Absolutely everything. And then you came back into my life.”  
  
“And you took me back! Even when I was still crazy.” 

The two shared a tender moment as they comforted each other.

“Can you imagine what it would be like if we could get this thing to work? Who would you bring back?” Bucky asked playfully.

“I have you. I wished to ‘bring you back’ a million times. Didn’t need a machine.”  
Bucky’s expression changed to a look of regret.

“But…I never came back all the way-“  
  
“Buck-”  
  
“It’s true. I don’t remember the old times. I don’t remember the new times. Imagine if the old me popped out of that thing. Ol’ ‘Sergeant Barnes.’ who you used to love. Unbroken. Two arms even!”

“Come on! That thing is super helpful in battles.” Steve joked as he kissed Bucky’s metal arm. “I’ll take you any way I can get you, Bucky. I mean that. Now let’s head home, Sergeant Barnes.” 

Cap and Bucky walked out hand in hand, but the curiosity of the machine plagued Bucky’s unstable mind. 

 


	14. Mystery Man

**Summary for the Chapter:**

> Peter looks up a mysterious colleague of Tony's hoping he can help him work the retro-framing machine.  
> Bucky and Steve share a romantic evening.

Rhodey had given Peter some of Tony’s old keepsakes and mementos including a box of old pictures.

Polaroids even!   
So old.

And while it was comforting to feel closer to his lost love, something else about the old memories was bothering Peter.

“What’s going through your mind?” Rhodey attempted to console the young widower.

“All of these. And all that he did…he had such an amazing life, all outside of me. I was just a small, short, chapter. But to me, he was everything.”

Rhodey inspected the photo in Peter’s hand. It showed the young Tony Stark among some of his scientist friends and colleagues. 

“These losers?” Rhodes had been Stark’s best and closest friend through the years. “Trust me, Pete, and I’m not just saying this, but you were the biggest and best chapter of Tone’s life. All these jerks just wanted to…ride on his coattails. He may have been brilliantly smart, but aside from yours truly, he was pretty stupid when it came to choosing his friends.”  
  
The response did very little to console Peter.

“And…Tony himself wasn’t the greatest friend either. People came in and out of his life. He rarely took the time to keep a friend. Until he met you. You softened him. Opened him up. Changed him. He was a real piece of work before you.”

“I don't believe that.” Peter continued to stare at the photos of Tony and his friends. “I met him when he was younger. And he was perfect. He was amazing.”  
  
“Peter, that wasn’t Tony. It was a living memory. And it was Tony’s memory of himself. So, of course, he seemed perfect and amazing.” Rhodey scoffed. “That’s how he saw himself. Might be why the teen Tony so readily fell in love with you. Because Tony loved you. His mind was still at work through him.”

“I would take either version right now. Even just for one night. Just to see him again.”

“I think I would too, Kiddo.” Rhodey patted Peter on the shoulder.

“Then let’s figure out the machine!”

“Peter, haven’t you been listening to me? Teen Tony was just a figment of our Tony’s memory. His imagination. Even if we tried, we’d never get the real deal.”  
  
“Then use me! Use my memories. I remember him. Let’s just bring back my memory of him."  
  
“No way, Jose! I’m not putting your Spider mind into some laser contraption that I don’t understand. Peter, you’re too valuable to risk like that."  
  
“But you…you remember him.”

Rhodey sighed.

“That I do. But you don’t want my version of him. And that doesn’t even matter! It’s a non-issue. I don’t know how. None of us do…” Rhodey saw the tears spilling from Peter’s eyes. “But that’s the thing. We have our memories. Don’t you see? He’ll always live in our memories.”  
  
Rhodey dug through the box and found a more recent picture of Tony, goatee but no arc reactor.   
  
“This is right before he was kidnapped. Before he became Iron Man.”

“I think Iron Man Tony is my favorite.” Peter smiled at the thought.

“Me too, Buddy. Me too.” Rhodey hugged Peter tight and ruffled his hair, the way Tony used to.

“Thanks for this. It means a lot.” Peter seemed brighter.

“You gonna be okay?”

Peter nodded as Rhodey put on his coat. He gave Peter one last hug goodbye before heading back to his apartment. 

Once he’d left, Peter continued to look through Tony’s photos and notes, but with a purpose.

“None of us here may understand the machine, but I bet someone who worked with Tony does!” Just as he said this a photo of a gorgeous blue-eyed, raven-haired man caught Peter’s eye. 

He turned over the photo. In pen, someone had written:

“T. STARK AND Q. BECK”

Q. Beck, huh? Peter decided to look up this mystery man.

 

 

“Can you believe this?!” Quentin Beck shouted over the phone, spitting mad, “Years! Years and years I waited for that Stark bastard to acknowledge me! To admit my hand in his works! Nothing! Not a word!”   
  
He paced back and forth shaking his fist as he spoke.

“Tony Stark died without so much as a whisper of our help…but now, now the Stark widower wants to talk to me. Wants my help even with one of Tony’s machines! Doesn’t even know it was my work! My machine! That asshole stole for his own!”

Beck listened to the person on the other end of the call for a moment before responding.

“Oh, I’m going to meet with him alright! If I couldn’t get what was mine from Tony, I’ll damn sure get it from this punk. Some pretty young thing in his early 20s. That’s so Tony. Really living the billionaire lifestyle after leaving the rest of us in the dirt. He must be feeling vulnerable and weak! I'm going to seduce him and milk him for everything Stark owed me!”

 

 

 

Peter didn’t tell any of his teammates about his meetup with the mysterious Q. Beck, but he was feeling up to patrolling the town. As he sat atop a skyscraper, his old buddy Deadpool found him and joined him.

 

“Hey, Wade!” Peter greeted as his friend sat next to him, their feet dangling over the edge.

“Whoa! That’s the most chipper I’ve heard you sound in a long long time, Spidey! What’s up? Tell me it isn’t drugs!!” Wade was half-joking as he tussled Peter’s curly hair,but part of him sounded stern.

“No!” Peter laughed out loud.  
  
“God, I missed your laugh.” 

“Yeah, yeah, yeah, I’ve been a little down lately, but I’m…well, I’m going to meet someone today!” The excitement was evident.

“Oh, I see. Well, um, that’s great!” Wade didn’t try to hide his disappointment. “But I’d always hoped I’d be your first pick when you were ready to date again-”  
  
“It’s not a date! I’m just…meeting someone who used to work with Tony. Going to pick his brain. See if he has a clue how to operate some of the projects down in the lab.” Peter laughed off Wade’s comment as a joke.

“Operate projects in the lab, huh? That’s what you kids are calling it?”  
  
“Not gonna lie, Wade, I saw the picture and…this guy is a smoking hottie. I mean it’s way too soon…but at the same time, maybe I should get back out there and stop moping around.”  
  
“Do what makes you happy. Just be careful around this guy. I know you don’t believe this, but Stark was kind of a jerk before he met you, and asshole bands have asshole fans. You feel me?”  
  
“No. What the heck are you saying?!”  
  
“Just be careful, okay? Promise me.”  
  
“Wade! I’m fine! God, you sound just like Captain America.”  
  
“Now that is a compliment!” Wade beamed. “No matter what, I hope this guy can help you out.”   
  
“Me too.”

 

 

Bucky was exhausted at the end of the day as he was every single day. Trying to keep his weird mannerisms and post-traumatic tics to a socially acceptable level was tiring.   
It would be worth the effort at all if he didn’t have Steve holding his hand every step of the way. 

He would have thrown in the towel the moment he was able if he didn’t have that blond hair and bright blue eyes to have and to hold every night. 

Steve did so much for him, tonight he was going to do something special for him. After a shower and a mist of cologne, Bucky entered their marital bedroom wearing only his intentions.

He turned on the lights revealing Steve, nude except Bucky's old army cap, legs open in a suggested display.

Apparently, they both had the same thing planned.

 

“Hey there, Sarge,” Steve purred and tipped the cap, leaning back showing off his ripped torso. “Thought we’d use a little something old and something new.”   
  
Steve sat up and reached for Bucky’s metal hand kissing it, licking it, sucking the fingers into his soft pink lips suggestively.

“Stevie!” Bucky wanted to be the romantic one, but he couldn’t stay mad. “I wanted to do something special for you because you do so much for me."  
  
Cap could smell the cologne and Bucky’s special shampoo on his long raven mane.

“I’m impressed! Well, soldier, I’ll tell you exactly what you can do for me.” Steve teased then continued to suckle the metal digits, wetting them with his saliva. “I want to show you how much I love you just the way you are. All of you.”  
  
Steve guided the dark metal hand down his chest, abdomen, to his throbbing, red-tipped, erection. He rutted into the metal fist further wetting it with his pre-come then pressed his husband’s hand even lower.

Bucky’s mind was still mixed up most of the time, but even still he knew what Steve liked and he got the message loud and clear. 

However, he wasn’t going to give in that easily. Bucky gently petted Steve’s hole, teasing him. 

The anticipation pushed Steve to the edge. He moaned and smiled loving the touches.

When Bucky decided Steve had enough he gently nudged his spit-slick fingers into Steve’s rim. 

He trained his eyes on his husband’s expression as he slowly pushed deeper until, Steve shuddered, signaling he had reached that special spot.

“Buck-“ He whispered as he arched his back, eyes shut.

Bucky delicately thrust his metal hand back and forth, massaging the bundle of nerve endings.

Steve moaned and writhed, nearing climax from the prostate massage alone.

Bucky decided to push Steve over the edge by sucking the tip of his erection, hand stroking the base. 

“Yes-!” The electricity in Steve’s tone told Bucky how close he was, but Bucky wanted to watch his partner completely unravel. 

Steve’s eyes were squinted closed as he felt the wet heat of Bucky’s mouth swallowing his cock. The combined sensation with attention to his special spot was too much.

“Buck! Oh, God! Buck!” Steve arched his back and writhed side to side. 

He forced himself to relax enough to run his fingers through his husband’s hair while he bobbed up and down on his cock. 

“I’m getting close,” Steve whispered. 

Bucky responded with a low moan causing his lips to vibrate Cap’s most sensitive spots and bringing the blond to climax. 

 

Bucky swallowed Steve’s cream then returned to his side in bed, caressing him and kissing him as he recovered.

“That was amazing!” Steve panted. 

“You’re amazing.” Bucky held Steve close while he drifted off to sleep. 

 


	15. Muddled Memories

**Summary for the Chapter:**

> Beck moves forward with his plan to seduce Peter Parker and exact revenge from Tony Stark.

Steve looked so happy and so satisfied as he slept after a long night of making love.

Bucky looked on in adoration as his husband slept on his outstretched bicep.

And he knew in his heart of hearts that Steve loved him.

Still, he couldn’t help but wonder how much better he could have taken care of him if he weren’t such a quivering mess.

 

Steve was snoring.   
Even the mighty Captain America passed out asleep sometimes.

Bucky knew he shouldn’t act on what he was thinking.

But to be fair…

The abused, broken man had plenty of much darker thoughts that he fought not to act on every single moment of every single man. 

This…by comparison…wasn’t so bad. 

Not at all.

 

Yet, the simple act of pulling his arm out from under Steve felt like he was robbing him. 

 

Once free, he stood and looked down at Steve, now alone in bed. Smile gone and subconsciously wriggling to get comfortable again. 

Bucky leaned in and tucked the covers in around Steve.   
That worked. The super soldier looked cozy again.

He wanted to kiss him but knew the contact might wake him up. Instead, Bucky hastily left for Tony’s old laboratory.

He knew that once upon a time, a few years ago, the machine made a living copy of Tony’s memory and that Cap and the others had to work to find out how to terminate the cloned copy.

But…

Bucky didn’t need to know how to terminate the machine’s errors. 

Just how to start it. 

And since it was starting the cloning process unprovoked, Bucky figured that even a mixed-up man like himself could figure that out.   
In his mind, he pictured a cartoonishly large “START” button. 

Easy enough, right?

 

It was after midnight, but he knew there was a possibility that Peter was sleeping in the cold concrete lab.   
  
Buck turned on the lights.

No Pete tonight.

He was alone. 

It felt wrong, but he told himself it was right.

This was for Steve after all!  
And Steve deserved the best!  
He deserved the unbroken James Barnes. 

And that man no longer existed, but maybe technology could bring back some semblance of him…

The machine looked just how Steve had described it, or so he hoped.

Maybe all of Tony Stark’s technology looked like a small white metal podium with levers and buttons. 

There was a small red button in the center.

“Start,” right?  
  
With a deep breath, Bucky played out his favorite memory or himself as he held that red button down for a full 60 seconds.

 

He pictured himself in his military uniform when he first came home from basic training. 

Steve had been so impressed, but he knew that his love would have been just as impressed if he came home in a burlap sack.

If it’s true that separation makes the heart grow fonder, then that would explain how Bucky loved Steve as deeply as he did after decades apart.

But that first time,

Bucky had only been gone for a couple of months, a few weeks, 

Too many days. 

“Bucky!” The short, scrawny Pre-serum version of Steve leaped into his arms the moment the Army private exited the ship in the harbor, despite the risk of being seen in public. “He-he’s like a brother. W-we’re really close!” Steve tried to save himself for the emotional outburst.

“Right. I love you so much…family.” Bucky added. He held the small Steve’s hand as the two dashed back to Bucky’s family house knowing no one else would be home. 

 

“Look at you!” Steve straddled Bucky’s lap and combed his fingers through Bucky’s new shorter military haircut before venturing down to his new military muscle tone. “Goodness…”  
  
Steve felt up Bucky’s biceps, then shoulders, then lower to his chest.

“Yeah, I did a ton of push-ups. All the while I was hopin’ you’d be wildin’ when I got home, Doll.” he sounded so hip with his new jive.  
Even in his memory, the confident James Barnes seemed like a fictional character…but he pushed on. He had to get the memory right to make the clone right. 

Imagining how it must have felt to hold his love with two arms…

That alone threatened to make Bucky remove his finger from the button and quit. 

Tears streaming, he held down that red button and looked, searching for himself to appear anytime now.

60 seconds passed.

900 seconds passed.

1800 seconds.

A full 3600 seconds…

Bucky would have stayed there in that one spot with his hand on the button for forever if that meant pleasing Steve….

But he knew that the longer he stayed away from his husband…

The more likely he was to be found out.

Of course…if his plan worked. It wouldn’t matter. 

Steve would be happy. 

Bucky counted to 10 then pulled his hand off of the button. 

Nothing. No reaction.

No clone. No living memory.

Defeated, he left the lab and headed back home.

 

Steve was still asleep with no sign of waking during his absence. Bucky worked his way under the covers and cuddled Steve close.

The supersoldier woke slightly to the rustle of Bucky’s movement.

“Buck?” Steve whispered. “Did you leave to use the restroom?”  
  
“Y-yeah,” he fibbed suddenly realizing that was the one thing he hadn’t done…and would need to do soon. “I’m here now, Baby.” 

That seemed to appease Steve. He smiled as his eye closed. 

“Good! I want you here.” Steve squeezed Bucky tightly. “All the time forever.” He babbled still mostly asleep. 

“Forever,” Bucky repeated. 

 

Peter approached the door ready to open it for Quentin Beck. He felt confident and excited. This man could possibly hold the key to working Tony’s retro-framing machine and possibly get Tony back. Even if only temporary, Peter just wanted to hold him one more time. 

Peter opened the door revealing the overly handsome Beck with a huge smile and holding a huge bottle of red wine.

“Peter? It’s so good to finally meet you! I brought you a gift.” Beck offered Peter the bottle then stepped inside. 

Peter took a moment to find any words to say. Beck was even taller than he looked in his picture with perfect jet black hair, and gleaming blue eyes. He wore a tight white V-neck Tee with a crest of chest hair revealed over the collar. 

Peter didn’t want to be caught staring. He was already being awkward by being so quiet. 

“How…about we start with a glass?” Beck offered, noticing Peter’s bashfulness.  
  
“Yes! Please! Thank you! And…and thank you so much for coming!” Peter finally spit out.

“Are you kidding? Tony Stark’s husband? Of course! I’m so happy to finally meet you and pick your brain.”

“That’s actually why I invited you here, Mister Beck. I wanted to pick your brain and ask you if you know anything about some of Tony’s…machines.” Peter said leading Quentin into the kitchen and retrieving 2 tumblers. “Sorry, I don’t have any wine glasses.”

Beck poured Peter’s glass full to the rim.

Peter, not wanting to be rude, took a long swig. Then another, until the fill line was low enough he felt comfortable walking with it without spilling as he led Beck to the loveseat.  
Beck sat close enough for their knees to touch as he smiled, gazing into Peter’s eyes as if he were the most important thing in the world right then.

And In a way, he was.

Feeling the heat radiate from the mysterious man’s leg made Peter take yet another long swig of the intense wine.  
“Thank you. It’s good.” he fibbed. 

“Good! And you know something, I might actually be able to help you! I worked with Tony on some of his projects. I know the ins and outs. What makes things work. How to fix some.”  
“Really?!” Peter was bubbling with excitement. That’s so awesome!”

“Mmhmm. I’ll tell you everything I know. Can I top you off?” Beck had the wine bottle in his hand and started pouring before Peter could respond. 

The two talked about technology and computer coding for what seemed like hours, especially as Peter was finding himself getting tired. 

Really tired.  


“Is it getting late? I’m sorry, Mister Beck. I didn’t mean to take up so much of your time, but I really wanted you to have a look at one machine in particular” Peter slurred.

“Nonsense! Any friend of Tony’s is a friend of mine.” Beck placed his hand on top of Peter’s. “I’m here for you. Whatever you need. Anything, anything at all."  
Peter let out a long yawn.

“I want to work the retro-framing machine. I want to make a replica of Tony.” Peter laughed at himself and his desperation as his eyes threatened to close. 

Quentin acted shocked.

“Oh…I didn’t…I mean I won’t judge if you want to use the technology just for sex.”

Peter almost spit.

“What?! Oh no! No! It’s not like that-!”  
  
“I mean sure, we’ve probably all thought of it. Using the machine to print out sex slaves of everyone you know, Tony, Captain America, and whoever-“  
  
“No! I swear I just want to see Tony!”Peter didn’t want Beck to have the wrong idea. “I’m not…I’m not some weird sex freak. In fact…Tony’s the only one I’ve ever been with.”

Peter blushed.

“Well…Tony and the clone version of Tony, right?”  
  
Peter was unable to speak, his jaw hung open, shocked at the accusation.

True accusation.

“I’m kidding!” Beck laughed and smacked Peter on the back, “I don’t care what you do. You’re an adult. If you want to make a bunch of clones for-“  
  
“I don’t!” Peter insisted.

“Kidding.” Beck was so handsome when he laughed. “But really? You’ve haven’t been with anyone since…?”

Now Peter was really blushing. 

Something about Beck’s tone was teasing, hinting even. 

Peter shook his head no like a child.

“A cutie like you? Wow.” Beck wasn’t hinting anymore. He set his hand on Peter’s knee. 

Goodness, Peter didn’t know if the night was going great or not. 

The feeling of Quentin’s hand alone was amazing and now his head was spinning at the thought of feeling his hands all over his thighs.

And other places.

But the main point of the visit was to figure out the machine!

“L-let me take you to the lab.” Peter didn’t know how to react to Beck’s advances so he just…moved right past them.

He stood up and tugged his shirt lower hoping to cover and hide his bulge a response from the touches.

It didn’t go unnoticed to Q. And he knew he had the Spider right where he wanted him. 

Beck boldly reached to hold Peter’s hand as they strolled to the laboratory. 

Pete didn't dare shy away. Again, the touch of his hand alone elated the young man.

Beck hammed it up, smiling at Peter every chance he got in order to set the mood, his white shirt practically see-through. 

His track pants practically painted on.

But once they entered the laboratory containing a lifetime of Tony’s patented works…

Especially those Beck assisted with.

He almost couldn’t keep his cool.

His grip tightened on Peter’s hand out of anger.

Thankfully the oblivious Spider didn’t read it that way and only saw Beck’s excitement. 

Peter smiled as if to welcome Q. back home.

“Does…anything looks familiar?” 

Peter was too precious for this world.

It would take a monumental sociopath to want to hurt him…

Could Q. Beck be that cruel?  


“Some of it does.” Q. was lost in the sea of old forgotten projects and too familiar disappointments, all with Tony Stark as the villain. 

For a moment, Beck dropped the act.   
For a moment he was the innocent one as he thought back to his youth. When he was hopeful, excited, confident.   
Just as Peter was.

Except, instead of being accepted and loved by Tony Stark…

Beck was rejected.

And stolen from.

At least that’s how he perceived it. 

That was his reality.

 

Oh, God.  
Beck thought as he found his baby, his dream project, the binary augmented retro-framing machine.

“Yes! That one!” Peter exclaimed. “That’s the one I need help with. I…want to bring him back…even if only for a moment.” 

The words fell on deaf ears.

Too many emotions and memories ran through the angry man’s mind. 

 

“So can you help? Mister Beck? Can you help? Can you work the machine?” Peter repeated until Beck finally snapped out of it and noticed him.

 

Beck put on his fake smile again. 

“Peter, I would be happy to help you.” He sauntered over the younger man and sensually wrapped his arms around him.

He had to distract Peter. He did not want to bring back his enemy Tony Stark, replica or not.

“But are you sure this is what you want? I know no one can ever replace Tony for you, but,” he leaned in so that his breath was hot in Peter’s ear. “But wouldn’t you rather have something…real.”  
  
Beck was pressed against Peter so close that he could feel his bulge on his thigh. 

“I…I…I know that one day I’ll have to move on. I know! But right now-“   
  
Peter’s eyes filled with tears.

“Oh, Peter. Sweet, sweet Peter. I can seewhy he loved you so much.” Beck kept one arm around Peter’s back while the other hand moved to cup his chin, forcing him to look into his smiling eyes. “You deserve to feel good. Why don’t you let me help you another way? Hmm?”  
  
Beck’s hand lowered to the top of Peter’s buttocks, fingers daring to slide under the waistband of his pants.

“You deserve to feel good. After everything you’ve been through? Why don’t you let me make you feel good.” Beck angled Peter’s face towards him as he pressed his full lips against Peter’s.

“I think I…I think I would really like that.” Peter stammered as his hormones took over.

Beck kissed him again, this time his tongue pushed past Peter’s lips. His hand slid down into the back of Peter’s pants massaging his ass.   
He paused to remove his white shirt exposing his chest and abs covered with hair.

Peter shivered. He hadn’t been touched in so long and never by anyone other than Tony.

But Beck was an old friend of his late husband. He must be safe.

Beck lifted him into his arms and carried him over to a worktable as they made out. He undid the button on Peter’s jeans and reached in to free Peter’s erection, stroking it. 

He then pushed down his own pants enough for his erect member to spring out.   
  
Then Beck, with his steely blue eyes, did something curious.   
  
He spun around facing Peter upside down on the table. With one hand he guided Peter’s cock to his mouth, the other he gently coaxed Peter’s head towards his own member. 

Peter was ready and excited. He licked the pre-come off of Beck’s tip, licking into the slit.   
He could do this.

Peter focused on pleasing his handsome new friend with his mouth until he was overcome by the sensation of Beck’s soft lips on his sensitive flesh. 

He moaned at the sensation, sending vibrations into Beck’s skin.

Beck moved them so that he was on his back with Peter on top of him as he swallowed down his cock until his nose pressed into Beck’s soft patch of pubic hair. 

Peter powered through the shivers as he worked to suck Beck as best as he could, switching between pressure and using his tongue in small circles on the base loving it.

He even loved Beck’s smell. Such a manly scent of his skin mixed with his cologne. 

Beck hummed as he lapped at Peter’s cock vibrating it and pushing the young man over the edge.

Peter was so close! But he wanted to be generous and make Beck come at the same time. He sped up his motions as he bobbed up and down.

Beck responded positively moaning into Peter’s skin and bucking his hips into Peter’s mouth. 

It was too much.   
The feeling, how sexy Beck was, the closeness.

With a groan, Peter came while Beck sucked him until the very last drop.   
  
Peter used his hand at the base of the older man’s cock, stroking the base while he licked the tip.

Beck came with a long groan and splattered into Peter’s mouth and on his chin.

He guided Peter by the arm until they were right-side-up and holding each other on the workbench. 

“Feel good, Baby?” Beck cooed.

“That was amazing!” Peter gasped, enjoying the cuddles. “W-would you like to stay the-“  
  
  
The lights cut out.

Then came back on.

A low mechanical whirring sound could be heard coming from the direction of the retro-framing machine. 

“That…wasn’t me...” Beck appeared deeply concerned. “That shouldn’t be happening.”  
  
“Oh no. It’s turned itself on before!” Beck seemed horrified by Peter's response. “Is it…is it Tony?” 

Peter started to get up, but Beck held him close.

“I don’t know, but I do know that it takes an unsafe level of energy to operate and any flaw could be fatal. We’re in danger!” 

Just as the words escaped Beck’s lips a loud crash could be heard and the lights shut off again. This time without turning back on.   
  
Though smaller than the tall man, Peter shielded Quentin with his body and his spider strength. 

The backup generator kicked on but only produced enough light to cast the shadow.

The shadow of the ominous mystery being.

And it didn’t look like Tony Stark. 

He didn’t look like James Barnes either for that matter. 

Emerging into the light was a gaunt, sickly man that Peter had never seen before. 


End file.
